VR Resources to sell Empire, Silverback to Athos Metals

Executive Summary

• VR Resources Ltd. has entered into a binding definitive agreement to sell its 100% interest in the Empire and Silverback copper-nickel-PGM projects in Northwestern Ontario to Athos Metals Corp.
• The transaction consideration includes $400,000 in cash (with $200,000 paid non-refundably upon execution) and a share component resulting in VR holding a 9.9% stake in Athos Metals following Athos's planned go-public transaction.
• VR will retain the right to nominate one director to the board of the resulting issuer, and the cash proceeds are intended to fund VR's ongoing exploration activities in Nevada.

Key Details

• Transaction Structure: Binding definitive agreement dated Feb. 25, 2026, between VR Resources Ltd. and Athos Metals Corp. (a private company).
• Assets Sold: 100% interest in the Empire and Silverback projects located in Northwestern Ontario.
• Cash Consideration: Total of $400,000.
  • $200,000 paid on execution of the Agreement (non-refundable).
  • Balance of $200,000 (less agreed deductions) payable on closing.
• Share Consideration: VR will hold 9.9% of the issued and outstanding shares of the resulting issuer following Athos's go-public transaction.
• Go-Public Transaction: Athos intends to complete a go-public transaction, with shares expected to be listed on the TSX Venture Exchange or the Canadian Securities Exchange.
• Pre-Closing Obligations for Athos:
  • Complete an airborne VTEM (versatile time-domain electromagnetic) Plus survey over the Empire property.
  • Enter into a drill contract for a follow-up drill program of not less than 2,000 metres.
• Royalties: Athos to assume all existing royalties and payments to which the projects are subject.
• Board Representation: VR has the right to nominate one person to the board of directors of the resulting issuer.
• Closing Conditions: Conditional upon exchange approval for the go-public transaction, regulatory approvals, and shareholder approvals (if required).
• Strategic Impact: VR intends to use the cash component to support its treasury and current/ongoing exploration focus in Nevada.

Notable Quotes

• Dr. Michael Gunning, CEO: "We are excited about this transaction for our shareholders. We believe in the potential for Empire-Silverback, and our 9.9-per-cent position will preserve the future upside potential of the district-scale copper/nickel/PGM exploration strategy that we developed via active exploration on the ground at Empire and Silverback during the past two years."
• Dr. Michael Gunning, CEO: "For the company, the cash component of this agreement will make a material difference to our treasury and our current and ongoing exploration focus in Nevada going forward."