Vector Resources Inc. Signs Agreement for Business Combination

Toronto, Ontario (FSCwire) - Vector Resources Inc. (“Vector” or the “Corporation”), a capital pool company as defined by the TSX Venture Exchange (“TSXV”) is pleased to announce that it has entered into an agreement with Ontario Graphite Limited (“OGL”).

Under the terms of the agreement, Vector will acquire all of the issued and outstanding common shares of OGL, so that OGL’s current shareholders will own approximately 98.73% of the Resulting Issuer (“RI”) and Vector current shareholders will own approximately 1.27% of the issued common shares of the RI (“Business Combination”).  The precise ownership percentages will depend on the value for OGL being equal to the lower of that received in a contemplated equity offering or $70,000,000 and Vector being valued at $900,000 plus the value of any cash held at the closing of the Business Combination.

Ontario Graphite Limited

OGL is a privately owned Canadian carbon solutions company committed to the responsible re-commissioning and operation of the Kearney Mine, one of the largest confirmed graphite mineral resource projects in North America and among the largest individual deposits in the world. The Kearney Mine, located in Kearney, Ontario, Canada (approximately 250 km north of Toronto), is slated to begin production in 2016.

Kearney Mine

The Kearney Mine and milling facility is known to have the largest confirmed mineral resource of any North American graphite project, and is one of the largest individual flake graphite deposits outside of China and North Korea.

Flake graphite was first identified in rocks outside of the Town of Kearney in Ontario, Canada, in the early 20th century.  In 1989, an open pit mining and milling facility was constructed on 445 hectares of Crown land southeast of Graphite Lake and four kilometres west of Algonquin Park.  The Kearney Mine remained operational through 1994, during which time it produced and processed almost one million tonnes of ore and 17,000 tonnes of flake graphite product, which was sold to Canadian and American customers.  The mine was closed in 1994 during a drop in global graphite prices.

Currently, in the process of being re-commissioned, the Kearney Mine has been under careful care and maintenance since its closure.  Under new ownership and management since 2007, the Mine is presently undergoing a re-commissioning process that will lead to its reopening in 2016.  When reactivated, it is estimated the Kearney Mine will process approximately one million tonnes of ore per year while producing approximately 20,000 tonnes of natural, large flake, high carbon graphite concentrate.

Having been a fully operational facility in the past, the Mine enjoys the credibility of having produced a product that is known and highly regarded in the marketplace.  Based on past operations, sales records and laboratory testing, the Kearney Mine will produce a high quality, low impurity, commercially attractive graphite product.

It is expected that the Kearney Mine will be a best-in-class asset for the production of natural flake graphite, given its mineral qualities and quantities and its location in a first-world country with immediate access to transportation infrastructure.  This will help ensure stable, lower cost, reliable long-term delivery of product of consistent quality to all customers.  An NI 43-101 compliant report completed in August 2013 confirmed 51.8 million tonnes of Indicated Resources (2.14% Cg average) and 47.8 million tonnes of Inferred Resources (2.0% Cg average).

Because of the high product quality, OGL will have the ability and intends to sell directly to end-user customers, allowing for better response to customers' needs, development of strong customer relationships and generation of high margins.  Ontario Graphite will be one of only three producers of natural flake graphite in North America.

Proposed Officers of the RI

It is proposed that the management of the RI shall be comprised of the following individuals:

Tom Burkett, Chief Executive Officer:  Mr. Burkett was Vice President for the GMS Business area for the Americas for SGL Group from 2010 – 2014.  Prior to that he was Division President of the Expanded Graphite Division for SGL in Wiesbaden, Germany from 2008 – 2010.  Prior to that he was Managing Director Ningbo SSG, an SGL Joint Venture company in Ningbo, China from 2006 – 2008. 

Ellerton Castor, Chief Financial Officer:  Mr. Castor was Founder and Managing Director of Panterra Partners LLC, a real estate restructuring advisory and capital raising firm focuses on distressed opportunities in the Southeaster US and Caribbean from 2005 - 2009.  He also acted as Managing Director for Latin America M&A and Merchant Banking, Banc of America Securities from 2000 - 2004.  Prior to that, he acted as Executive Director for the Global M&A Group at CIBC Oppenheimer from 1995 - 1999.  Mr. Castor was also a Senior Associate in Corporate Finance and M&A at Morgan Stanley from 1993 - 1995.

Advisors and Finders’ Fee

There are no advisory or finders fee being paid out to any third party for this transaction.

Conditions Precedent

The completion of this Business Combination is subject to a number of approvals and conditions precedents, which include the following:

• Satisfactory completion of the due diligence of Vector by OGL;
• Satisfactory completion of the due diligence of OGL by Vector;
• Shareholder approval at Vector’s AGM to be scheduled;
• Regulatory approval; and
• Execution of a definitive agreement.

Future Disclosure

The Corporation will disseminate additional information, as it is known with regards to the Business Combination.

About the Corporation

The Corporation is a capital pool company.  Since its incorporation, other than its initial public offering under the CPC Policy in November 2011 and the transactions in relation thereto, the Corporation has not commenced commercial operations and currently has no assets other than cash and promissory notes receivable, and liabilities.

Certain statements in this document constitute "forward-looking statements" within the meaning of various security legislation inclusive of but not limited to the United States Private Securities Litigation Reform Act of 1995 and/or "forward-looking information" under the Securities Act (Ontario).  These statements include, without limitation, statements regarding the status of development or expenditures relating to our business, plans to fund our current activities, statements concerning our partnering activities, strategy, future operations, future financial position, future revenues and projected costs.  In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimated", "predicts", "potential", "continue", "intends", "could", or the negative of such terms or other comparable terminology.  We made a number of assumptions in the preparation of these forward-looking statements.  You should not place undue reliance on our forward-looking statements, which are subject to a multitude of risks and uncertainties that could cause actual results, future circumstances or events to differ materially from those projected in the forward-looking statements.  These risks include, but are not limited to, securing and maintaining corporate alliances, the need for additional capital and the effect of capital market conditions and other factors, including on capital availability, the potential dilutive effects of any financing, develop and commercialize our products, the timing and costs of obtaining regulatory approvals, our estimates regarding our capital requirements and future revenues, and other risks detailed from time to time in our public disclosure documents or other filings with the securities commissions or other securities regulatory bodies in Canada and the U.S as well as abroad.  Additional risks and uncertainties relating to the Corporation and our business can be found in the "Risk Factors" section of our Prospectus dated September 28, 2011, as well as in our other public filings.  The forward-looking statements are made as of the date hereof, and we disclaim any intention and have no obligation or responsibility, except as required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Investors are cautioned that, except as disclosed in the management information circular or filing statement as filed from time to time to be prepared in connection with Transaction(s) involving the Corporation, any information released or received with respect to the Transaction(s) involving the Corporation may not be accurate or complete and should not be relied upon.  Trading in the securities of the Corporation should be considered highly speculative.

Neither TSX Venture Exchange nor its Regulation 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.

This Press Release is not for dissemination within the United States.

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