VR Resources Announces Closing Of 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.

VANCOUVER, British Columbia, Aug. 14, 2019 -- VR Resources Ltd. (TSX.V: VRR; FSE: 5VR; OTCBB: VRRCF) (the “Company” or “VR”) is pleased to announce that it has filled and completed its previously announced non-brokered private placement (“Financing”) of 2,200,000 units (“Units”) at a price of $0.22 per Unit for aggregate proceeds of $484,000.

Each Unit consists 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 18 months from the closing date (“Closing Date”) of the Financing.

Certain insiders of the Company, participated 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 securities that were issued under the Financing are subject to a four month hold period under Canadian securities law expiring on December 15, 2019.

In connection with the Financing, the Company paid a cash finders fee of $7,332.38.

VR will use the net proceeds of the Financing for mineral exploration on its properties in Ontario and Nevada, and for general administrative and corporate purposes.

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.

The Company has issued 1,000,000 incentive options to Directors, Officer’s, Employees and Consultants, of which 825,000 of the options were issued to Directors and Officer’s. The options are exercisable at a price of $0.28 for a ten-year period expiring on August 14, 2029

About VR Resources

VR is an emerging junior exploration company focused on large, underexplored copper-gold mineral systems in the western United States and Canada (TSX.V: VRR; Frankfurt: 5VR; OTCBB: VRRCF). The diverse experience and proven track record of its Board in early-stage exploration, discovery and M&A is the foundation of VR. The Company is focused on large, underexplored copper-gold mineral systems in the western United States and Canada. VR is the continuance of 4 years of exploration in Nevada by a private exploration company. VR has sufficient funds 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”
_____________________________
Dr. Michael H. Gunning, PhD, PGeo
President & CEO

Forward Looking Statements

This 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 Company plans to carry out exploration of its properties in Ontario and Nevada or acquiring new projects.

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