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VR Resources Limited ("VR" or the "Company", TSXV: VRR,OTC:VRRCF) announces that due to significant investor demand, it has increased the size of its previously announced brokered private placement offering (the "Offering"). Pursuant to the upsize, the Company will issue up to 9,375,000 units (the "Units) for aggregate gross proceeds of $1,500,000. Centurion One Capital Corp. (the "Lead Agent") is acting as lead agent and sole bookrunner. In addition, the Company has agreed to grant to the Lead Agent an option exercisable, in whole or in part, at the sole discretion of the Lead Agent, to sell up to $500,000 in additional Units pursuant to the Offering.
As previously disclosed, each Unit will be offered at an issue price of $0.16 and will consist of one common share in the authorized share structure of the Company (each a "Common Share") of the Company and one Common Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at an exercise price of $0.20 for a period of 36 months from the date of issuance.
The Offering remains conditional upon completion of a consolidation of its issued and outstanding common shares which will be completed on a basis of ten (10) pre-consolidation common shares for one (1) post-consolidation common share (the "Consolidation"), subject to approval of the TSX Venture Exchange (the "Exchange"). The Company currently has 133,443,467 shares issued and outstanding, and it is anticipated that immediately following the Consolidation, excluding Shares to be issued in connection with the Offering, the Company will have approximately 13,344,346 shares issued and outstanding, prior to rounding of fractional Shares. The Consolidation is expected to occur on or around January 15, 2026. The issue price, warrant exercise price, and securities issuable pursuant to the Offering are disclosed on a post-Consolidation basis.
In connection with the Offering, a commission is payable to the Lead Agent of 8% of the aggregate cash proceeds received from the sale of the Units and a number of non-transferable broker warrants (the "Broker Warrants") equal to 8% of the aggregate number of Units issued under the Offering in accordance with the policies of the TSX Venture Exchange (the "Exchange").  The non-transferable Broker Warrants may be exercised by the Lead Agent into Units, which Units will be on identical terms as the Offering and will expire three years from the Closing Date (defined below).
The Offering is expected to close on or around January 16, 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 and Ontario, 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 buy any of the 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.
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:Â | 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.
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, the Consolidation, the proposed Closing Date, Exchange approvals, use of proceeds, 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.
