VR Resources Announces Closing of Oversubscribed $3.15M Brokered Private Placement Led by Centurion One Capital

Executive Summary

• VR Resources closed an upsized private placement of 19,687,500 units at $0.16 per unit, generating $3.15 million in gross proceeds.
• Proceeds will fund exploration planning for the New Boston (tungsten‑moly‑copper‑silver), Bonita (copper‑gold), and Amsel (epithermal gold‑silver) projects in Nevada, as well as marketing and general working capital.
• The offering included a 10‑for‑1 share consolidation, warrant terms (exercise price $0.20, 36‑month term), broker commissions, corporate finance fee units, and non‑transferable broker warrants.

Key Details

• Units sold: 19,687,500 (including over‑allotment option)
• Issue Price: $0.16 per unit → Gross proceeds: $3,150,000
• Lead Agent/Bookrunner: Centurion One Capital Corp. (sole bookrunner)
• Legal counsel: Gowling WLG (Company); Cozen O’Connor LLP (Lead Agent)
• Unit composition: 1 common share + 1 common‑share purchase warrant per unit
• Warrant terms: Exercise price $0.20, exercisable for 36 months from closing date
• Share consolidation: 10 pre‑consolidation shares → 1 post‑consolidation share (effective Jan 19, 2026) – reflected in issue and exercise prices.
• Use of proceeds:
• Exploration planning & permitting for New Boston project (drill permit submission, scoping drill contract)
• 3D‑array DCIP geophysical survey at Bonita project (copper‑gold porphyry target)
• Marketing and general working capital
• Commission & fees:
• Cash commission paid: $241,760
• Corporate Finance Fee Units issued: 1,605,437 (each unit = 1 common share + 1 non‑transferable warrant)
• Broker Warrants issued: 1,511,000 (non‑transferable; each warrants acquisition of one unit at issue price for 36 months)
• Distribution: Units offered via brokered private placement across Canadian provinces and internationally; 800,000 units sold in the U.S. on a non‑brokered basis under an exemption.
• Holding period: All common shares and warrants subject to a four‑month plus one day lock‑up from closing date.
• Investor Relations Agreement: VR entered into a two‑month services agreement with ARES Capital Markets Group, LLC at $90,000 per month to provide market support and shareholder communications under TSX Venture Exchange Policy 3.4.

Notable Quotes

“We are delighted to successfully close this oversubscribed financing… This capital enables VR to advance exploration planning at the New Boston tungsten‑moly‑copper‑silver porphyry project, Bonita copper‑gold porphyry project and Amsel epithermal gold‑silver project all in Nevada with a focus on unlocking value for shareholders.” – Dr. Michael Gunning, CEO

Materiality Assessment: Material – Positive (significant financing that directly funds upcoming exploration activities and expands the company’s capital base).