Vr Resources Announces Closing of $2 Million Non-Brokered Private Placement NR-18-04
VAN_LAW\ 2607593\2
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 RESOURCES ANNOUNCES CLOSING OF
$2 MILLION NON-BROKERED PRIVATE PLACEMENT
NR-18-04
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.
March 19, 2018, Vancouver, B.C.: VR Resources Ltd. (TSX.V: VRR; FSE: 5VR; OTCBB: VRRCF) (the “Company” or
“VR”) is pleased to announce that it has completed its previously announced non -brokered private placement
(“Financing”) of 8,030,000 units (“Units”) at a price of $0.25 per Unit for aggregate proceeds of $2 million.
Each Unit consists of one common share (Co mmon Share) of the Company and one -half of a Common Share
purchase warrant (“Warrant”). Each whole Warrant will entitle the holder to acquire one additional Common
Share at an exercise price of $0.40 per Common Share for a period of 24 months from the closing date (“Closing
Date”) of the Financing.
Certain insiders of the Company, as noted below, participated in the Financing. The issuance of Units to insiders
of the Company pursuant to the Financing will be considered related party transactions within th e 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.
Resource Capital Fund VI L.P. purchased 2,000,000 Units under the Financing, and now exercises control or
direction over 4,882,364 Common Shares and 1,691,182 warrants representing approximately 11% undiluted
and 14% partially diluted of the issued and outstanding capital of the Company. The President and Chief
Executive Officer of the Company purchased 200,000 Units under the Financing, and now exercises control or
direction over 5,045,000 Comm on Shares, 117,500 warrants and 550,000 options representing approximately
11.4% (undiluted) and 12.7% (partially diluted) of the issued and outstanding capital of the Company.
The securities that were issued under the Financing are subject to a four month hold period under Canadian
securities law expiring on July 17, 2018.
In connection with the Financing, the Company paid a cash fee of $29,250 to certain finders.
VR will use the net proceeds of the Financing for mineral exploration on its properties in N evada, focused
primarily the Bonita and Junction properties, and for general administrative and corporate purposes.
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 o r 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.
VAN_LAW\ 2607593\2
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
About VR Resources
VR is a new listing in the junior exploration space (TSX.V: VRR; Frankfurt: 5VR; OTCBB: VRRCF). The diverse
experience and proven track record of its Board in early-stage exploration and discovery is the foundation of VR.
The Company is focused on exploring large copper-gold mineral systems in the western United States. VR is the
continuance of 4 years of active exploration in Nevada by a Vancouver- based private exploration company. VR
is well financed for its exploration strategy, focused on three core assets at Bonita, Junction and Danbo. VR owns
its exploration assets outright, and will evaluate 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
For general information please use the following:
Website: www.vrr.ca Renmark Financial Communications Inc.
Email: [email protected] Barry Mire, Account Manager for VR:
Phone: 604-262-1104 E-mail: [email protected]
Tel.: (416) 644-2020 or (514) 939-3989
Website: www.renmarkfinancial.com
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 plans
to carry out exploration of its properties in Nevada; 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