Vr Bolsters Its Exploration Strategy at Ranoke and BIG Ten; Announces Non-Brokered Private Placement NR-20-04
VR RESOURCES LTD.
1750 - 700 West Pender St.
Vancouver, BC, Canada, V6C 1G8
Tel: 604-262-1104; [email protected]
TSX.V: vrr; www.vrr.ca
VR BOLSTERS ITS EXPLORATION STRATEGY AT RANOKE AND BIG TEN;
ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
NR-20-04
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
May 25, 2020, Vancouver, B.C.: VR Resources Ltd. (TSX.V: VRR; FSE: 5VR; OTCBB: VRRCF), the (Company), or (VR), is pleased
to provide an update on its exploration strategy and financing plans.
The Company has signed two non- binding Letters of Intent ( “LOI(s)”) in order to evaluate new opportunities with the
potential to strengthen its existing exploration strategies at its Ranoke copper-gold property in Ontario, and its Big Ten gold
project in Nevada. Terms for the respective LOI’s are agreed upon and will be announced pending due process on executing
final acquisition agreements . Both opportunities are blue -sky in nature relating to greenfields exploration , on large -
footprint systems which lack modern, systematic exploration and drill-testing.
From VR’s CEO, Dr. Michael Gunning: “These opportunities are a natural extension of our work at Ranoke and Big Ten; they
lend themselves to a leveraging of our experience in each district during the past two years, and to synergies and efficiencies
with our current exploration plans. If acquired, the opportunity near Ranoke will be integrated into our plans for completing
the first pass drilling which we initiated this past winter . The opportunity near Big Ten will be explored on the ground this
summer as we advance the permitting process for first pass drilling of the Amsel gold target planned for later t his year.
These opportunities will compl ement our current work plans on our two core assets , and amplify their respective discovery
potential for our shareholders; as such, we are planning for success in converting the LOI’s to Acquisition Agreements in the
coming weeks, and we look forward to providing further updates and more details in the future.”
To support its exploration strategy, the Company intends to complete a non-brokered private placement (the “Financing”)
of up to 5,000,000 units (the “Units”) at a price of $0.2 2 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, 000,000 flow-through common shares (“FT
Shares”) at a price of $0.24 per FT Share, for gross aggregate proceeds of up to $1,340,000.
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 shares equal to 6 % o f the value of select proceeds raised under the
Financing, specifically excluding any funds raised from insiders.
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 suc h 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
VR RESOURCES LTD.
1750 - 700 West Pender St.
Vancouver, BC, Canada, V6C 1G8
Tel: 604-262-1104; [email protected]
TSX.V: vrr; www.vrr.ca
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 (TSX.V: VRR;
Frankfurt: 5VR; OTCBB: VRRCF). 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 ongo ing basis, whether
by staking or acquisition.
ON BEHALF OF THE BOARD OF DIRECTORS:
“Michael H. Gunning”
Dr. Michael H. Gunning, PhD, PGeo
President & CEO
For general information please use the following:
Website: www.vrr.ca
Email: [email protected]
Phone: 604-262-1104
Forward Looking Statements
This press release contains forward- looking statements. Forward- looking statements are typically identified by words such
as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer
to future events. Forward looking statements in this release, for example include but are not limited to : the Company
completing the proposed Financing, the timing of the closing of said Financing, the Company’s ability to obtain regulatory
approval for the proposed Financing, the Company plans to carry out exploration of its properties in Nevada and Ontario,
the ability of the Company to convert the LOI’s to acquisition agreements on acceptable terms and the timing of completion
of these agreements, the Company’s ability to clear the terms and conditions of the LOI’s or that VR will acquire new
opportunities in the future.
Although the Company believes that the use of such statements is reasonable, there can be no assurance that such
statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in
such statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees
of future performance, and that actual results may differ materially from those in forward-looking statements. 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.sedar.com and readers are urged to review these
materials.
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