VR Increases Non-Brokered Private Placement to $2.2 Million

VR Resources Ltd. announces that it has increased its previously announced (see NR20-04 dated May 25, 2020) non-brokered private placement offering (the “Offering”) to up to $2.2 million.  The Offering will now consist of up to 8,725,486 units (the “Units”) at a price of $0.22 per Unit. Each Unit will consist of one common share (“Common Share”) of the Company and one-half of a common share purchase warrant (“Warrant”), with each whole Warrant entitling the holder to acquire one additional Common Share at an exercise price of $0.35 per Common Share for a period of 18 months from the closing date (“Closing Date”) of the Financing, and up to 1,291,667 flow-through common shares (“FT Shares”) at a price of $0.24 per FT Share, for gross aggregate proceeds of up to $2,229,607.

Certain insiders of the Company may participate in the Financing.  The issuance of Units to insiders of the Company pursuant to the Financing will be considered related party transactions within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (MI 61-101).  The Company intends to rely on exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that fair market value of the participation in the Financing by insiders will not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101.

The Company may pay a commission in cash and warrants equal to 6% of the value of select proceeds raised under the Financing, specifically excluding any funds raised from insiders. The finder’s warrants are exercisable for a period of 18 months from the Closing Date at an exercise price of $0.35 per warrant share.

VR will use the gross proceeds of the Financing for mineral exploration on its properties in Nevada and Ontario, and for general administrative costs. Closing Date of the Financing is expected to occur on or around June 12, 2020, and is subject to all regulatory approvals including the approval of the TSX Venture Exchange.  The securities issued in connection with this Financing will be subject to a four-month hold period from the date of closing in accordance with applicable securities legislation.

The securities have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) without registration under the U.S. Securities Act and all applicable state securities laws or compliance with an exemption from such registration. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

About VR Resources

VR is an emerging junior exploration company focused on greenfields opportunities in copper and gold.  VR is the continuance of 4 years of active exploration in Nevada by a Vancouver-based private company.  The diverse experience and proven track record of its Board in early-stage exploration, discovery and M&A is the foundation of VR.  The Company focuses on underexplored, large-footprint mineral systems in the western United States and Canada; VR owns its properties outright, and evaluates new opportunities on an ongoing basis, whether by staking or acquisition. 

ON BEHALF OF THE BOARD OF DIRECTORS:

“Michael H. Gunning”
Dr. Michael H. Gunning, PhD, PGeo
President & CEO

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