VR Resources increases private placement to $1.5M

Executive Summary

• VR Resources Ltd. has upsized its brokered private placement to $1.5 million due to significant investor demand, with Centurion One Capital Corp. acting as the lead agent.
• The offering involves the issuance of up to 9,375,000 units at 16 cents per unit, consisting of one common share and one common share purchase warrant per unit.
• The transaction is conditional upon a 10-for-1 share consolidation, expected to occur around January 15, 2026, with the offering closing around January 16, 2026.

Key Details

• Gross Proceeds: $1,500,000 (upsized from previous announcement).
• Units Issued: Up to 9,375,000 units.
• Issue Price: 16 cents per unit (on a post-consolidation basis).
• Lead Agent: Centurion One Capital Corp.
• Option to Over-Allot: The lead agent has an option to sell up to an additional $500,000 in units.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms:
  • Entitles holder to acquire one additional common share.
  • Exercise Price: 20 cents per share.
  • Duration: 36 months from the date of issuance.
• Share Consolidation:
  • Ratio: 10 pre-consolidation shares for 1 post-consolidation share.
  • Current Shares Outstanding: 133,443,467.
  • Projected Post-Consolidation Shares (excluding offering): ~13,344,346.
  • Expected Consolidation Date: On or around January 15, 2026.
• Commission and Broker Warrants:
  • Cash Commission: 8% of aggregate cash proceeds.
  • Broker Warrants: Non-transferable warrants equal to 8% of the aggregate number of units issued.
  • Broker Warrant Exercise: Into units on identical terms to the offering.
  • Broker Warrant Expiry: Three years from the closing date.
• Closing Date: Expected on or around January 16, 2026.
• Hold Period: Four months and one day from the closing date.
• Conditions: Subject to TSX Venture Exchange approval and completion of the share consolidation.