NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia, April 06, 2026 (GLOBE NEWSWIRE) — VR Resources Limited (“VR” or the “Company”, TSXV: VRR; FSE: 5VR; OTCQB: VRRCF) is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the “Lead Agent”) as lead agent and sole bookrunner in connection with a brokered private placement. The Company initially plans to raise up to $500,000 (the “Offering”) through the sale of up to 2M units (“Units”) at an issue price of $0.25 per Unit (the “Issue Price”), on a commercially reasonable efforts basis. Each Unit shall consist of one common share in the capital of the Company (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). Each full Warrant shall entitle the holder thereof to purchase one Share at a price of $0.30 per Share for a period of 36 months from the Closing Date (as defined below).
The Company has also granted the Lead Agent an option, exercisable in whole or in part at any time up to and until two (2) business days prior to the closing of the Offering, to increase the size of the Offering by up to an additional 2M Units, on the same terms as the Offering.
Use of Proceeds – Planned Exploration Drilling, Nevada.
Proceeds of the Offering will be used for the planned upcoming diamond drill program at its New Boston tungsten-moly-copper-silver porphyry project in Nevada, marketing, and general corporate expenses.
It is anticipated that certain insiders of the Company, the Lead Agent and certain affiliates may acquire Units in the Offering in amounts up to approximately 50% of the Offering. Any participation by insiders in the Offering will constitute a “related party transaction” as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company expects such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the consideration for the Units paid by such insiders, is expected to exceed 25% of the Company’s market capitalization.
In connection with the Offering, the Company will pay the Lead Agent a commission consisting of: 8% of the aggregate cash proceeds received from the sale of the Units payable in cash; a number of non-transferable warrants (the “Broker Warrants”) equal to 8% of the aggregate number of Units issued under the Offering, on identical terms as the Units issued pursuant to the Offering, and in accordance with the policies of the TSX Venture Exchange (the “Exchange”). Each Broker Warrant will be exercisable for a period of 36 months to acquire one Unit, having the same terms and conditions as the Units issued under the Offering, at the Issue Price. The Warrants acquired upon exercise of the Broker Warrants shall be exercisable for a period of 36 months from the Closing Date (as defined below).
The Offering is expected to close on or around April 30, 2026, or such other date as agreed upon between the Company and the Lead Agent (the “Closing Date”), and the Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange. The securities to be issued under the Offering will have a hold period of four months and one day from the Closing Date.
The Units to be issued under the Offering will be offered by way of private placement in each of the provinces of British Columbia, Alberta, Ontario and Quebec, in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and in jurisdictions outside of Canada and the United States mutually agreed by the Company and the Lead Agent, provided it is understood that no prospectus filing, registration or comparable obligation arises in such other jurisdiction.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. In concert with this initiative, VR and ARES Capital Markets Group, LLC (“ARES”, aka Delray Capital Markets Group, “Delray”), have agreed to renew their existing marketing agreement (the “Agreement”), as previously disclosed by VR, for a second two month term, effective April 1, 2026 at the rate of USD$90,000 per month. Delray is a US-based investor relations and corporate communications firm helping public companies communicate their story clearly to investors, analysts, and the financial media and will provide market support services (the “Services”) to the Company in accordance with Policy 3.4 of the Exchange. The Services will include providing assistance with shareholder communications and market awareness initiatives. Delray will assist the Company in coordinating a series of announcements over the coming months, including updates related to corporate developments, investment opportunities and issuer growth. Delray and the Company are unrelated and unaffiliated entities. Delray does not have any interest, directly or indirectly in the Company or its securities or any right or intent to acquire such an interest.
ON BEHALF OF THE BOARD OF DIRECTORS
Dr. Michael H. Gunning
Chairman
For general information please use the following:
| Website: | www.vrr.ca |
| Email: | info@vrr.ca |
| Phone: | 778-731-9292 |
ABOUT VR RESOURCES LTD.
VR is an established junior exploration company based in Vancouver. VR evaluates, explores and advances opportunities in copper, gold and critical metals in Nevada, USA, and Ontario, Canada. VR applies modern exploration technologies, in-house experience, and expertise in greenfields exploration to large-footprint systems in underexplored areas/districts. The foundation of VR is the proven track record of its Board in early-stage exploration, discovery and M&A. VR owns its projects outright and evaluates new opportunities on an ongoing basis, whether by staking or acquisition.
The reader is referred to the Company’s website at www.vrr.ca for current corporate information on the Company, and up-to-date project overviews illustrated with maps and photos, and including on-site field videos.
ABOUT CENTURION ONE CAPITAL
Centurion One Capital’s mission is to ignite the world’s most visionary entrepreneurs to conquer the greatest challenges of tomorrow, fueling their ambitions with transformative capital, unparalleled expertise, and a global network of influential connections. Every interaction is guided by our core values of respect, integrity, commitment, excellence in execution, and uncompromising performance. We make principal investments, drawing on the time-honored principles of merchant banking, where aligned incentives forge enduring partnerships. Centurion One Capital: A superior approach to investment banking.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This news release contains statements that constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. Forward-looking statements in this document include statements concerning the details of the Offering, TSXV approvals, use of proceeds, the Agreement with Ares and all other statements that are not statements of historical fact.
Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature, forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with: general economic conditions; adverse industry events; future legislative and regulatory developments in the mining sector; the Company’s ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada; the ability of the Company to implement its business strategies; competition; and other assumptions, risks and uncertainties.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
Trading in the securities of the Company should be considered highly speculative. All of the Company’s public disclosure filings may be accessed via www.sedarplus.ca and readers are urged to review them.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
