VR ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
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.
February 09, 2018, Vancouver, B.C.: VR Resources Ltd. (TSX.V: VRR; FSE: 5VR; OTCBB: VRRCF), the (Company), or (VR), is pleased to announce that it intends to complete a non-brokered private placement (Financing) of up to 8,000,000 units (Units) at a price of $0.25 per Unit for aggregate proceeds of up to $2.0 million. Each Unit will consist of one common share (Common 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 intend to 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 of 5% on select proceeds raised under the Financing, either as cash or as the percentage of Units sold in Common Shares.
VR will use the gross proceeds for mineral exploration on its properties in Nevada, focused primarily the Bonita and Junction properties, and for general administrative and corporate purposes.
Closing Date of the Financing is expected to occur on or before March 15, 2018 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 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 or 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.
About VR Resources
VR Resources Ltd. (“VR”) is a new listing in the junior exploration space (TSX.V: VRR; Frankfurt: 5VR). 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: firstname.lastname@example.org Barry Mire, Account Manager for VR: Phone: 604-262-1104 E-mail: email@example.com
Tel.: (416) 644-2020 or (514) 939-3989 Website: www.renmarkfinancial.com
photo credit: VR Resources