Vr Resources Ltd.* (Tsx.v: VRR; Previously Roll-up Capital Corp.) Announces Closing of Qualifying Transaction with Renntiger Resources Limited
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VR RESOURCES LTD.* (TSX.V: VRR; previously ROLL-UP CAPITAL CORP.) ANNOUNCES CLOSING OF
QUALIFYING TRANSACTION WITH RENNTIGER RESOURCES LIMITED
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
March 21, 2017, Vancouver, B.C.: VR Resources Ltd. (TSX.V: VRR - the "Company" or "VR Resources"),
formerly Roll-Up Capital Corp., is pleased to announce the closing of its previously announced Qualifying
Transaction involving the Company and Renntiger Resources Limited ("Renntiger"). As a result of the
Qualifying Transaction, Renntiger became a wholly-owned subsidiary of the Company. In conjunction
with the Qualifying Transaction, Renntiger raised a total of approximately $4.4 million, which included
a brokered financing of approximately $4 million that was co -led by GMP Securities and PI Financial,
(the "Financing").
Trading (Tier 2) in the shares of VR Resource, which have been halted pending closing of the Qualifying
Transaction, is expected to commence under the symbol "VRR" following the issuance of the TSX
Venture Exchange’s final bulletin in respect of the Qualifying Transaction, on or about March 23, 2017.
VR Resources will continue the business plan and exploration strategy undertaken by Renntiger over
the past 4 years. Renntiger was established to seek out early stage exploration opportunities with
potential for district scale discove ries which could help fill the impending supply gap faced by global
copper and gold producers. The Company’s current focus is expected to be on copper and gold
opportunities in th e western United States, with the Company’s current assets located solely in the
state of Nevada. The western United States features mining friendly jurisdictions with well developed
infrastructure favourable for cost-effective exploration, globally significant copper and gold resources
and numerous profitable mining operations. VR Resources will focus on enhancing shareholder value
through the identification, exploration and development of its 100% owned property assets in this
highly prospective region. Refer to the Company’s filing statement dated Marc h 16, 2017 available
under the Company’s profile on SEDAR ( www.sedar.com) for further information (the “ Filing
Statement”).
Exploration has be en ongoing at the Company’s Bonita copper-gold and Danbo gold properties ove r
recent months, with first pass drilling planned for the Bonita property in 2017. The Company is well
financed for its core, two -year exploration strategy, including the ongoing evaluation of new
opportunities.
Transaction Details
As previously announced on December 9, 2016, January 5, 2017, February 9, 2017 and March 16, 2017,
the Qualifying Transaction involved the acquisition by the Company of all of the issued and outstanding
common shares of Renntiger in exchange for common shares of the Company by way of a court -
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approved plan of arrangement under the Business Corporations Act (British Columbia), in concert with
the concurrent Financing. In consideration of the Renntiger shares, including Renntiger shares issued
under the Financing, VR Resources issu ed an aggregate of 33,305,225 common shares to the former
securityholders of Renntiger, and assumed 7,357,848 warrants and 1,616,666 stock options.
As part of the Qualifying Transaction, VR Resources effected a number of corporate transactions as
outlined in the Filing Statement. The 6,300,000 shares of VR Resources, outstanding prior to
completion of the Qualifying Transaction, have been consolidated on a 3 (old) to 1 (new) basis such that
they represent, post closing, 2,100,000 shares of VR Resources. The Company also continued from
Alberta to British Columbia, and changed its name from Roll-up Capital Corp. to VR Resources Ltd.
Concurrent with the completion of the Qualifying Transaction, VR Resources also issued an aggregate
of 1,740,000 stock options to directors, officers and consultants of the Company, including 50,000 stock
options to the Canadian Cancer Society. The options have an exercise price of $0.30, and expire 10
years from the date of grant.
As a result of the foregoing, VR Resources has an aggregate of 35,405,225 common shares outstanding,
7,357,848 warrants and 3,616,666 stock options (inclusive of compensation options issued to GMP
Securities L.P. and PI Financial Corp. in connection with the Financing).
Directors and Officer of VR Resources
The Board of Directors of VR Resources consists of Darin Wagner (Chairman), Dr. Michael Gunning
(President and Chief Executive Officer), Michael G. Thomson and Craig Lindsay. The collective
experience and track record of this Board in the junior exploration and venture capital sectors is the
foundation for VR Resources going forward. B rief biographie s of the directors are available at
www.vrr.ca .
The Company will continue to work out of the Renntiger exploration office in Vancouver, British
Columbia. Cyndi Laval is the Corporate Secretary, and is also based in Vancouver as a Partner with
Gowling WLG (Canada) LLP. Blaine Bailey, CPA, CGA is the Chief Financial Officer. Davidson and
Company LLP, also based in Vancouver, are expected to be the Co mpany’s independent auditor going
forward, a continuation of its work with Renntiger from its inception.
Corporate Communications/Investors Relations Contract
The Company has retained the services of Renmark Financial Communications Inc. to assist with
investor relations activities. A monthly fee of $5,000 will be paid for the services provided, for a period
of six months ending August 31, 2017, with ongoing services to be evaluated at that time.
Renmark Financial Communications does not have any intere st, directly or indirectly, in VR Resources
Ltd. Inc. or its securities, or any right or intent to acquire such an interest.
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ON BEHALF OF THE BOARD OF DIRECTORS:
“Michael Gunning”
________________________
Michael Gunning, PhD, PGeo
President & CEO
For general information please use the following contacts:
Website: www.vrr.ca
Email: [email protected]
Phone: 604- -262-1104
Renmark Financial Communications Inc.
Barry Mire, Account Manager, VR Resources Ltd: [email protected]
Tel.: (416) 644-2020 or (514) 939-3989
Website: www.renmarkfinancial.com
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of
management and reflect the Company’s current expectations. When used in this press release, the words
“estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or "should” and
the negative of these words or such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. The forward-looking statements and information in
this press release include information relating to the Qualifying Transaction. Such statements and
information reflect the current view of the Company. Risks and uncertainties that may cause actual results
to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward -looking statements involve 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.
Such factors include, among others, the following risk:
• that the Exchange may not issue the final Exchange bulletin in time to permit VR Resources’ shares
to commence trading on the Exchange on the date stated above.
VR Resources cautions that the foregoing list of material factors is not exhaustive. When relying on the
Company's forward-looking statements and information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and potential events. The Company has
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assumed that the material factors referred to in the previou s paragraph will not cause such forward -
looking statements and information to differ materially from actual results or events. However, the list of
these factors is not exhaustive and is subject to change and there can be no assurance that such
assumptions will reflect the actual outcome of such items or factors.
THE FORWARD -LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE
EXPECTATIONS OF ROLL-UP AS OF THE DATE OF THIS PRESS 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 ROLL -UP MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY
PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Qualifying Transaction and
has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press
release.
1750 -700 West Pender Street, Vancouver, B.C. V6C 1G8; Tel: 604-262-1104