VR Resources Announces $500,000 Brokered Private Placement Led by Centurion One Capital
VR Resources Announces $500,000 Brokered Private Placement Led by
Centurion One Capital
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
VANCOUVER, British Columbia, April 06, 2026 -- VR Resources Limited (“VR” or the “Company”, TSXV: VRR; FSE: 5VR;
OTCQB: VRRCF) is pleased to announce that it has entered into an agreement with Centurion One Capital Corp. (the “ Lead
Agent”) as lead agent and sole bookrunner in connection with a brokered private placement. The Company initially plans to
raise up to $500,000 (the “Offering”) through the sale of up to 2M units (“Units”) at an issue price of $0.25 per Unit (the “Issue
Price”), on a commercially reasonable efforts basis. Each Unit shall consist of one common share in the capital of the
Company (each, a “Share ”) and one Share purchase warrant (each, a “Warrant ”). Each full Warrant shall entitle the holder
thereof to purchase one Share at a price of $0.30 per Share for a period of 36 months from the Closing Date (as defined
below).
The Company has also granted the Lead Agent an option, exercisable in whole or in part at any time up to and until two (2)
business days prior to the closing of the Offering, to increase the size of the Offering by up to an additional 2M Units, on the
same terms as the Offering.
Use of Proceeds - Planned Exploration Drilling, Nevada .
Proceeds of the Offering will be used for the planned upcoming diamond drill program at its New Boston tungsten-moly-copper-
silver porphyry project in Nevada, marketing, and general corporate expenses.
It is anticipated that certain insiders of the Company, the Lead Agent and certain affiliates may acquire Units in the Offering in
amounts up to approximately 50% of the Offering. Any participation by insiders in the Offering will constitute a "related party
transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions
(“MI 61-101”). The Company expects such participation will be exempt from the formal valuation and minority shareholder
approval requirements of MI 61-101 as neither the fair market value of the Units subscribed for by the insiders, nor the
consideration for the Units paid by such insiders, is expected to exceed 25% of the Company's market capitalization.
In connection with the Offering, the Company will pay the Lead Agent a commission consisting of: 8% of the aggregate cash
proceeds received from the sale of the Units payable in cash; a number of non-transferable warrants (the “ Broker Warrants ”)
equal to 8% of the aggregate number of Units issued under the Offering, on identical terms as the Units issued pursuant to the
Offering, and in accordance with the policies of the TSX Venture Exchange (the “ Exchange”). Each Broker Warrant will be
exercisable for a period of 36 months to acquire one Unit, having the same terms and conditions as the Units issued under the
Offering, at the Issue Price . The Warrants acquired upon exercise of the Broker Warrants shall be exercisable for a period of
36 months from the Closing Date (as defined below).
The Offering is expected to close on or around April 30, 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, Ontario and Quebec, 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 sell any 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. In concert with this initiative, VR and ARES Capital
Markets Group, LLC (“ARES”, aka Delray Capital Markets Group, “ Delray”), have agreed to renew their existing marketing
agreement (the “Agreement”), as previously disclosed by VR, for a second two month term, effective April 1, 2026 at the rate of
USD$90,000 per month. Delray 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 (the
"Services") to the Company in accordance with Policy 3.4 of the Exchange. The Services will include providing assistance with
shareholder communications and market awareness initiatives. Delray 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. Delray and the Company are unrelated and unaffiliated entities. Delray does not have any interest, directly or
indirectly in the Company or its securities or any right or intent to acquire such an interest.
ON BEHALF OF THE BOARD OF DIRECTORS
Dr. Michael H. Gunning
Chairman
For general information please use the following:
Website: www.vrr.ca
Email: [email protected]
Phone: 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.
The reader is referred to the Company’s website at www.vrr.ca for current corporate information on the Company, and up-to-
date project overviews illustrated with maps and photos, and including on-site field videos.
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, TSXV
approvals, use of proceeds, the Agreement with Ares 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.