VANCOUVER, British Columbia, Feb. 26, 2026 (GLOBE NEWSWIRE) — VR Resources Limited (“VR” or the “Company”, TSXV: VRR) is pleased to announce that it has entered into a binding definitive agreement (the “Agreement”) dated February 25, 2026 with Athos Metals Corp. (“Athos”), a private company, pursuant to which the Company has agreed to sell to Athos its 100% interest in each of the Empire and Silverback projects (the “Projects”) located in northwestern Ontario (the “Transaction”). It is the intention of Athos to make the district-scale copper-nickel-PGM exploration strategy commenced by VR in 2024 its core focus going forward, with the express goal of discovering new, mineralized ultramafic intrusions, anchored by local infrastructure.
In connection with the Transaction, Athos intends to complete a go-public transaction (the “Go Public Transaction”), which would result in its shareholders receiving shares of a resulting issuer (the “Resulting Issuer”), which are expected to be listed on the TSX Venture Exchange or the Canadian Securities Exchange (collectively, the “Exchange”). Pursuant to the terms of the Agreement, following the Go Public Transaction, the Company will hold 9.9% of the Resulting Issuer’s issued and outstanding shares (the “Share Consideration”), among other consideration paid in respect of the Transaction.
The Agreement follows a month-long due diligence process conducted by Athos, actively supported by VR and under exclusivity; it included a site visit to the Empire project on February 17, 2026. The binding terms of the Agreement include:
- The consideration payable by Athos for the Projects will consist of the Share Consideration and cash consideration of $400,000, of which $200,000 was paid on execution of the Agreement and is non-refundable, and the balance of which, less agreed deductions, is payable on Closing of the Transaction (the “Closing”);
- Prior to Closing Athos to complete an airborne VTEM+ survey over the Empire property, and enter into a drill contract with respect to a follow-up drill program of not less than 2,000m;
- Athos to assume all existing royalties and payments to which the Projects are subject;
- VR will have the right to nominate one person to the board of directors of the Resulting Issuer; and
- The Closing is conditional upon, among other things, conditional approval of the Exchange in respect of the Go Public Transaction and the receipt of all requisite approvals, including regulatory and shareholder approvals, if required, by both companies.
Dr. Michael Gunning, Chief Executive Officer of the Company, commented: “We are excited about this transaction for our shareholders. We believe in the potential for Empire-Silverback, and our 9.9% position will preserve the future upside potential of the district-scale copper-nickel-PGM exploration strategy that we developed via active exploration on the ground at Empire and Silverback during the past two years. Further, that upside potential is near-term, with a VTEM airborne survey planned for this spring and follow-up drilling planned for this summer, based on an ongoing integration of an ever-expanding array of exploration data.
For the Company, the cash component of this Agreement will make a material difference to our treasury, and our current and ongoing exploration focus in Nevada going forward.
I am impressed by the commitment demonstrated by the team at Athos this past month. The due diligence has been engaged, active, and constructive; no stone was left unturned in terms of work done to date, mineral potential established, and exploration strategies going forward.
We look forward to working with Athos in a similarly committed process over the coming months, towards a successful Go-Public process, and ultimately to drilling planned for this summer on numerous established targets spanning two if not three separate properties in the emerging district, including the mineralized intrusion at Westwood shown below in Figure 1, and located just off the TransCanada highway!”
Figure 1. Sample from the Highway Showing in the southwestern part of the Westwood ultramafic intrusion, with pegmatoidal texture and disseminated pyrrhotite and chalcopyrite. The course-grained, pyroxene-rich gabbroic rocks have a high magnesium, sanukitoid classification which is a common and important signature for many base metal – PGM mineral deposits in Archean rocks of the Superior Craton in the Canadian Shield in northern and western Ontario.
TECHNICAL INFORMATION
Technical information disclosed by the Company has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101. Technical information contained in this document, and on the Company’s website, has been reviewed and approved on behalf of the Company by the President & CEO, Dr. Michael Gunning, PhD, P.Geo., a non-independent Qualified Person.
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, USA, and Ontario, Canada. VR applies modern exploration technologies, in-house experience and expertise in greenfields exploration to large-footprint mineral systems in underexplored areas/districts. The foundation of VR is the proven track record of its Board in early-stage exploration, discovery and M&A. VR owns its projects outright and evaluates new opportunities on an ongoing basis, whether by staking or acquisition.
ON BEHALF OF THE BOARD OF DIRECTORS
Dr. Michael H. Gunning
President & CEO
| For general information please use the following: | ||
| Website: | www.vrr.ca | |
| Email: | [email protected] | |
| Phone: | 778-731-9292 | |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This news release contains statements that constitute “forward-looking statements”. Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur. Forward-looking statements in this document include statements concerning the completion of the Sale Agreement for the Company’s Empire Project in Ontario, and all other statements that are not statements of historical fact.
Although the Company believes the forward-looking information contained in this news release is reasonable based on information available on the date hereof, by their nature, forward-looking statements involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Examples of such assumptions, risks and uncertainties include, without limitation, assumptions, risks and uncertainties associated with: the ability to satisfy the conditions to completing the Transaction; the ability to close the Transaction; general economic conditions; adverse industry events; future legislative and regulatory developments in the mining sector; the Company’s ability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; mining industry and markets in Canada; the ability of the Company to implement its business strategies; competition; and other assumptions, risks and uncertainties.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.
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.sedarplus.ca and readers are urged to review them.
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.
