
VR Resources Limited (TSX-V: VRR) is pleased to announce the successful closing of its previously announced upsized private placement of units of the Company. A total of 19,687,500 Units, including pursuant to an exercise of the over-allotment option, were sold under the Offering at a price of $0.16 per Unit for aggregate gross proceeds of $3,150,000.
The Offering was led by Centurion One Capital Corp. as lead agent and sole bookrunner. Gowling WLG (Canada) LLP acted as counsel to the Company, and Cozen O’Connor LLP acted as counsel to the Lead Agent in connection with the Offering.
Dr. Michael Gunning, Chief Executive Officer of the Company commented: “We are delighted to successfully close this oversubscribed financing, thankful for the hard work by Centurion as Lead, and appreciative of their role as an anchor investor and core shareholder going forward. This capital enables VR to advance exploration planning at the New Boston tungsten-moly-copper-silver porphyry project, Bonita copper-gold porphyry project and Amsel epithermal gold-silver project all in Nevada with a focus on unlocking value for shareholders.”
Each Unit consists of one common share of the Company and one Common Share purchase warrant. Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.20 for a period of 36 months from the date of closing of the Offering.
In connection with the Offering, on January 19, 2026, the Company completed a consolidation of its issued and outstanding Common Shares on the basis of ten pre-consolidation common shares for one post-consolidation common share. As such, the Issue Price, Exercise Price and securities issuable pursuant the Offering reflect the implementation of the Consolidation.
The net proceeds of the Offering will be used for exploration planning at the Company’s New Boston tungsten-moly-copper-silver porphyry project, Bonita copper-gold porphyry project and Amsel epithermal gold-silver project all in Nevada, marketing, and general working capital purposes. Near-term exploration plans in Nevada include:
In connection with the Offering, the Company paid a cash commission of $241,760, issued 1,605,437 Units as a corporate finance fee and issued to the Agent and other brokers 1,511,000 non-transferable broker warrants. Each Broker Warrant entitles the holder to acquire a Unit at the Issue Price for a period of 36 months from the Closing Date (such Units to be on identical terms as the Units issued pursuant to the Offering). Each Corporate Finance Fee Unit is comprised of one Common Share and one non-transferable Warrant entitling the holder to thereof to one Warrant Share at the Exercise Price for a period of 36 months from the Closing Date.
The Units issued under the Offering were offered by way of brokered private placement in each of the provinces of British Columbia, Alberta, and Québec, and Ontario and in jurisdictions outside of Canada and the United States mutually agreed by the Company and the Agent provided it was understood that no prospectus filing, registration or comparable obligation arose in such other jurisdiction. 800,000 Units were issued the United States on a non-brokered basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act“). The Common Shares and Warrants issued pursuant to the Offering, and any Common Shares issued upon the exercise of Warrants, are subject to a hold period of four months plus one day from the Closing Date.
VR has entered into an agreement with ARES Capital Markets Group, LLC. effective January 20, 2026 for a two-month term at the rate of USD$90,000 per month. ARES 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 to the Company in accordance with Policy 3.4 of the TSX Venture Exchange. The Services will include providing assistance with shareholder communications and market awareness initiatives. Ares 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. ARES and the Company are unrelated and unaffiliated entities. ARES does not have any interest, directly or indirectly in the Company or its securities or any right or intent to acquire such an interest.
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.
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.
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