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ORIGINAL: Golden Virtue closes private placement for $3.1-million

2015-03-27 20:01 ET - News Release

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File: 23636439_4.docx

GOLDEN VIRTUE RESOURCES INC.
  
TRADING SYMBOL: GVR-(TSX-V)



GOLDEN VIRTUE CLOSES BROKERED PRIVATE PLACEMENT OFFERING
Vancouver, British Columbia - March 27, 2015, - Golden Virtue Resources Inc. TSX.V:GVR ("Golden Virtue" or the "Compan
--->y") is pleased to announce that it has completed the brokered private placement (the "Offering") of subscription recei
--->pts (the "Subscription Receipts") of the Company with a syndicate of agents led by Mackie Research Capital Corporation
---> ("MRCC") and including Paradigm Capital Inc., Beacon Securities Limited, Jordan Capital Markets Inc., PowerOne Capita
--->l Markets Limited and First Republic Capital Corporation (together with MRCC, the "Agents").
Pursuant to the Offering, the Company received gross proceeds of $3,106,400, representing the issuance of 15,532,000 S
--->ubscription Receipts. The Subscription Receipts will convert into units of the Company (each, a "Unit") without paymen
--->t of any additional consideration, and with no further action required by the subscribers, upon the satisfaction of ce
--->rtain escrow release conditions, including closing of the previously announced reverse takeover transaction (the "Tran
--->saction") with MobSafety, Inc. (the "Escrow Release Date"). Each Unit will consist of one common share of the Company 
--->(a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"), with each Warrant ent
--->itling the holder thereof to purchase one Share at an exercise price of $0.35 per Share at any time up to 24 months fo
--->llowing the Escrow Release Date.
In connection with the Offering, the Agents received an aggregate cash commission of $155,320 and an advisory fee of $
--->97,851.60.  The Company also issued to the Agents 1,242,560 non-transferrable compensation options (the "Agent's Optio
--->ns").  Each Agent's Option is exercisable for a period of 24 months from the Escrow Release Date to acquire units of t
--->he Company (the "Agents Units"), at a price of $0.20 per Agent's Unit. Each Agent's Unit consists of one common share 
--->and one-half of one common share purchase warrant (each whole warrant, an "Agent's Warrant"), with each Agent's Warran
--->t entitling the holder to acquire one additional Share of the Company at a price of $0.35.  In addition, the Company p
--->aid a corporate finance fee of $25,000 (plus GST), syndicate fees of $17,520.10, and the Agent's reasonable expenses i
--->n connection with the Offering.
The Company intends to use the proceeds of the Offering to fund the costs of the Transaction and to fund the general w
--->orking capital expenses of the resulting issuer.  All securities issued in connection with the Offering are subject to
---> a four month hold period expiring July 27, 2015.  
Trading of the Company's shares will remain halted until completion of the Transaction.  It is currently anticipated t
--->hat the Transaction will close on March 27, 2015.

ON BEHALF OF THE BOARD
GOLDEN VIRTUE RESOURCES INC.

Tim Fernback
President & CEO
For further information contact Tim Fernback  at 604-340-3774.

Neither TSX Venture Exchange nor its Regulations Services Provider (as that term is defined in the policies of the TSX
---> Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including satisfactory completion of confirmatory 
--->due diligence, regulatory approval including Exchange acceptance and disinterested shareholder approval. The Transacti
--->on cannot close until the required regulatory and shareholder approvals are obtained. There can be no assurance that t
--->he Transaction will be completed as proposed or at all. 
Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the Tra
--->nsaction, any information released or received with respect to the Transaction may not be accurate or complete and sho
--->uld not be relied upon. Trading in the securities of the Company should be considered highly speculative. 
The TSX Venture Exchange has in no way verified the merits of the proposed Transaction and has neither approved nor di
--->sapproved the contents of this press release.



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