Dr. Michael Gunning reports

VR UPSIZES BROKERED PRIVATE PLACEMENT LED BY CENTURION ONE CAPITAL TO $1,500,000

Due to significant investor demand, VR Resources Ltd. has increased the size of its previously announced brokered private placement offering. Pursuant to the upsize, the company will issue up to 9,375,000 units for aggregate gross proceeds of $1.5-million. Centurion One Capital Corp. is acting as lead agent and sole bookrunner. In addition, the company has agreed to grant to the lead agent an option exercisable, in whole or in part, at the sole discretion of the lead agent, to sell up to $500,000 in additional units pursuant to the offering.

As previously disclosed, each unit will be offered at an issue price of 16 cents and will consist of one common share in the authorized share structure of the company of the company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at an exercise price of 20 cents for a period of 36 months from the date of issuance.

The offering remains conditional upon completion of a consolidation of its issued and outstanding common shares which will be completed on a basis of 10 preconsolidation common shares for one postconsolidation common share, subject to approval of the TSX Venture Exchange. The company currently has 133,443,467 shares issued and outstanding, and it is anticipated that immediately following the consolidation, excluding shares to be issued in connection with the offering, the company will have approximately 13,344,346 shares issued and outstanding, prior to rounding of fractional shares. The consolidation is expected to occur on or around Jan. 15, 2026. The issue price, warrant exercise price and securities issuable pursuant to the offering are disclosed on a postconsolidation basis.

In connection with the offering, a commission is payable to the lead agent of 8 per cent of the aggregate cash proceeds received from the sale of the units and a number of non-transferable broker warrants equal to 8 per cent of the aggregate number of units issued under the offering in accordance with the policies of the TSX Venture Exchange. The non-transferable broker warrants may be exercised by the lead agent into units, which units will be on identical terms as the offering and will expire three years from the closing date (defined below).

The offering is expected to close on or around Jan. 16, 2026, or such other date as agreed upon between the company and the lead agent, and the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals including the approval of the exchange. The securities to be issued under the offering will have a hold period of four months and one day from the closing date.

About VR Resources Ltd.

VR is an established junior exploration company based in Vancouver. VR evaluates, explores and advances opportunities in copper, gold and critical metals in Nevada, United States, and Ontario, Canada. VR applies modern exploration technologies, in-house experience and expertise in greenfields exploration to large footprint systems in underexplored areas/districts. The foundation of VR is the proven record of its Board in early stage exploration, discovery, and M&A (merger and acquisition). VR owns its projects outright and evaluates new opportunities on a continuing basis, whether by staking or acquisition.

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