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.VANCOUVER, British Columbia, Dec. 17, 2019 (GLOBE NEWSWIRE) — VR Resources Ltd. (TSX.V: VRR; FSE: 5VR; OTCBB: VRRCF), the (Company), or (VR), is pleased to announce a non-brokered flow-through private placement for gross proceeds of up to $541,475 (“the Financing”) in support of it’s 2020 exploration at its Ranoke copper-gold project in Ontario. The Financing will consist of up to 1,483,493 flow-through common shares (“FT Shares”) at a price of $0.365 per FT Share.Certain insiders of the Company intend to participate in the Financing. The issuance of FT Shares 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 finders fee of 7%, in cash, on select proceeds raised under the Financing.The Closing date of the Financing is expected to be on or before December 31, 2019 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 ResourcesVR is an emerging junior exploration company focused on greenfields opportunities in copper and gold (TSX.V: VRR; Frankfurt: 5VR; OTCBB: VRRCF). 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. VR owns its properties outright, and evaluates new opportunities on an ongoing basis, whether by staking or acquisition. ON BEHALF OF THE BOARD OF DIRECTORS:“Michael H. Gunning”
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Dr. Michael H. Gunning, PhD, PGeo
President & CEOFor general information please use the following:Forward Looking StatementsThis press release contains forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Forward looking statements in this release, for example include but are not limited to: the use of proceeds, and that the Company will complete the financing.Although the Company believes that the use of such statements is reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements. Trading in the securities of the Company should be considered highly speculative.All of the Company’s public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in Policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release
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