VANCOUVER, British Columbia, October 20, 2025 (GLOBE NEWSWIRE) — VR Resources Limited (“VR” or “Company“, TSXV: VRR) is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (“News Agent“”) as lead agent and sole bookrunner in connection with the brokered private placement. The company initially plans to raise up to $1.5 million (“Offer“) through sales of up to 15 million units (“Units“) at a post-consolidation issue price of US$0.10 per unit (“Problem Price“”), based on commercially reasonable efforts. Each Unit shall consist of one ordinary share in the capital of the Company (each “Share“) and one warrant to purchase Shares (each a “Order“). Each whole warrant entitles the holder thereof to purchase one Share (“Share warrant“) at a post-consolidation price of $0.16 (“Execution price»» for a period of 36 months from the Closing Date (as defined below).
Use of Proceeds – Planned Exploration, Nevada.
The use of proceeds from the Offering will be used for upcoming exploration activities planned at its New Boston tungsten-molybdenum-copper-silver project and the Bonita porphyry copper-gold project in Nevada, as well as for general working capital purposes.
- Preparation and submission of drilling permits in the New Boston area: W-Mo-Cu-Ag target at the Jeep Mine;
- Determination of the scope and execution of the contract for drilling in the territory of New Boston;
- Execution of a contract to complete DCIP 3D geophysical surveys at the Bonita Project: Copper Queen Porphyry Copper-Gold Reservoir Target
It is expected that certain Company insiders, the Lead Agent and certain affiliates may purchase Units in the Offering in an amount up to approximately 50% of the Offering. Any participation by insiders in the Offering will constitute a “related party transaction” as defined in Multilateral Instrument 61101. Protection Minority Security Holders in Special transactions (“MI 61-101The Company expects that such participation will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 because neither the fair market value of the Units subscribed to by insiders nor the consideration for Units paid by such insiders is expected to exceed 25% of the Company's market capitalization.
In connection with the Offering, the Lead Agent will be paid a commission equal to 8% of the aggregate cash proceeds received from the sale of the Offering Securities (“Cash commission“) and a series of orders (“Brokerage warrants“”) equal to 8% of the aggregate number of Units issued in the Offering in accordance with the policies of the TSX Venture Exchange (“Exchange“).
The Offering is expected to close on or about November 14, 2025 or such other date as may be agreed between the Company and the Lead Agent (“Closing Date” and the Offering is subject to certain conditions, including, without limitation, the receipt of all necessary approvals, including the approval of the Exchange and the consummation of the Consolidation (as defined below). The securities to be issued in the Offering will have a hold period of four months and one day from the Closing Date.
The units to be issued in the Offering will be offered through a private placement in each of the provinces of British Columbia, Alberta and Ontario in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (“US Securities Law“), and in jurisdictions outside Canada and the United States as mutually agreed upon by the Company and the Lead Agent, provided that no prospectus filing, registration or similar obligation shall arise in such other jurisdiction.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States. The securities have not been and will not be registered under the United States 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 United States Securities Act and applicable state securities laws or an exemption from such registration.
Consolidation
The Company further announces that it will consolidate its issued and outstanding shares of common stock in a ratio of five (5) pre-consolidation common shares to one (1) post-consolidation common share (“Consolidation“), subject to the approval of the Exchange and confirmation of completion of the Offering. Closing of the Offering will be subject to the preliminary consummation of the Consolidation. The Company currently has 133,443,467 shares issued and outstanding and it is expected that immediately following the Consolidation, excluding Shares to be issued in connection with the Offering, the Company will have approximately 26,688,695 shares issued and outstanding. rounding of fractions. If approved by the TSXV, the Consolidation will occur immediately prior to the closing of the Offering.
The issue price, exercise price and securities issuable pursuant to the Offering reflect the prior consolidation of the Consolidation and are disclosed herein subsequent to the Consolidation.
Any fractional share of Shares resulting from the Consolidation will be rounded to the nearest whole Share. Shareholders of record will receive a letter of transmittal from the Company's transfer agent with information on how to replace their old share certificates with new share certificates. Brokerage firms will handle the replacement of share certificates on behalf of their shareholders.
Change of leadership
The company also announces that Justin Daley has resigned as chief executive officer and president of the company, effective October 20, 2025. The Company thanks Mr. Daly for his contributions to the Company and wishes him the best in his future endeavors. The board of directors has appointed founder and chairman Dr. Michael H. Gunning as president and chief executive officer.
ON BEHALF OF THE BOARD OF DIRECTORS
Dr. Michael H. Gunning
Chairman
For general information, use the following:
ABOUT LLC “VR RESOURCES”.
VR is an established junior exploration company based in Vancouver. VR evaluates, explores and promotes copper, gold and critical metals opportunities in Nevada, USA and Ontario, Canada. VR applies modern exploration technologies, in-house experience and knowledge of greenfield exploration to large area systems in underexplored areas/areas. VR is based on proven board experience in early-stage exploration, discovery and M&A. VR directly owns its projects and continually evaluates new opportunities, whether through participation or acquisition.
ABOUT CENTURION ONE CAPITAL
Centurion One Capital's mission is to empower the world's most visionary entrepreneurs to solve the greatest challenges of tomorrow by fueling their ambitions with transformative capital, unparalleled experience and a global network of influential connections. Every interaction is based on our core values: respect, integrity, commitment, excellence in execution and uncompromising performance. We make core investments based on time-tested principles of commercial banking, where aligned incentives create strong partnerships. Centurion One Capital: A Superior Approach to Investment Banking.
ATTENTION NOTE REGARDING FURTHER STATEMENTS:
This press release contains statements that constitute “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements or industry events to differ materially from the expected results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are usually, but not always, identified by the words “expects”, “plans”, “expects”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “could”, “could” or “should” occur. Forward-looking statements in this document include statements regarding the details of the Offering, the Consolidation, TSXV approvals, use of proceeds and all other statements that are not statements of historical fact.
Although the Company believes that the forward-looking information contained in this press release is reasonable based on information available as of the date hereof, by their nature, forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors that 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, but are not limited to, assumptions, risks and uncertainties related to: general economic conditions; adverse events in the industry; 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; Canadian mining and markets; the Company's ability to implement its business strategies; competition; and other assumptions, risks and uncertainties.
The forward-looking information contained in this press release reflects the Company's expectations as of the date of this press release and, accordingly, are subject to change after such date. Readers should not place undue reliance on forward-looking information and should not rely on this information as of any other date. Although the Company may do so in its sole discretion, it does not undertake to update this information at any time except as required by applicable law.
Trading in the Company's securities should be considered highly speculative. All Company documents disclosing public information can be accessed through www.sedarplus.ca and readers are encouraged to review them.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the TSX Venture Exchange Policies) accepts responsibility for the adequacy or accuracy of this release.
