Dr. Michael Gunning reports

VR ENTERS AGREEMENT TO SELL HECLA-KILMER REE PROPERTY FOR $3.6 M*

VR Resources Ltd. has entered into a binding definitive agreement to sell its Hecla-Kilmer REE (rare-earth element) mineral property (H-K) located in Ontario in a transaction valued at $3.6-million in cash and shares, which will provide non-dilutive financing for a drill program planned for this spring on its New Boston copper-moly-silver porphyry system in Nevada.

The binding terms of the definitive agreement include:

• Sale of a 100-per-cent interest in H-K to Neotech Metals Corp., pursuant to a binding definitive agreement dated March 8, 2024;
• A cash consideration from Neotech of $1-million, of which $600,000 is paid on March 28, and the $400,000 balance paid no later than April 26;
• Issuance of four million common shares in the capital of Neotech, to be released per the terms of a 30-month escrow agreement, which includes release of 500,000 shares on closing;
• VR retains its existing right to purchase, at any time, a 1.5-per-cent net smelter return from the original property vendors;
• VR has the right to nominate one person to the board of directors or advisory committee of Neotech;
• Closing is subject to acceptance by the TSX Venture Exchange and Canadian Securities Exchange.

From VR's chief executive officer, Dr. Michael Gunning: "I am excited to see Hecla-Kilmer land in the hands of a dedicated rare-earth element company, and further expand its diversified REE project portfolio which spans Canada and the western United States. North America's production of the high-value, heavy PMREOs is currently zero as the green economy transition gets under way, and Hecla-Kilmer has the potential to change that.

"We remain committed to advising Neotech as appropriate on the near-term work that we have previously outlined to advance Hecla-Kilmer through metallurgy and resource evaluation studies. Beyond H-K, and as a major shareholder in Neotech, we hope to be able to contribute our accumulated expertise in the REE space towards furthering the growth of their diversified REE strategy.

"We will retain an interest in H-K for our shareholders through our existing royalty buydown agreement. Further, we retain all of our existing claims away from the H-K property, thus preserving our KSZ regional exploration strategy.

"Most importantly for VR, though, the funds from this transaction will be allocated directly into the ground on the copper-moly-silver porphyry system on our New Boston property. More specifically, on the heels of this announcement, and with no dilution to our shareholders, we intend to activate plans for a maiden drill program at New Boston this spring, focused on new DCIP geophysical targets for copper in the heart of the large footprint and polymetallic Cu-Mo-Ag porphyry system exposed at surface over a four-kilometre strike."

From Neotech's CEO, Reagan Glacier: "The acquisition of Hecla-Kilmer is highly strategic to Neotech, as it solidifies the company's position in the REE and critical metals sector, adding both a significant, high-quality REE discovery with demonstrated potential, and a large, prospective land package with significant upside potential. Neotech is advancing a multitrack agenda of aggressive exploration and strategic REE district consolidation, and this transaction represents an important step in our path forward."

*The value of the announced transaction is based on the closing market price of Neotech common shares on March 8, 2024; there are no assurances that VR will be able to realize this sum through the sale of Neotech common shares in the future.

Technical information

Technical information for this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101. Justin Daley, PGeo, principal geologist at VR and a non-independent qualified person, oversees and/or participates in all aspects of the company's mineral exploration projects, and the content of this news release has been reviewed on behalf of the company by the CEO, Dr. Gunning, PGeo, a non-independent qualified person.

About the Hecla-Kilmer property

The Hecla-Kilmer complex is located 23 km northwest of the Ontario hydroelectric facility at Otter Rapids, the Ontario Northland Railway and the northern terminus of Highway 634, which links the region to the towns of Cochrane and Kapuskasing to the south, itself located on the northern Trans-Canada Highway.

The H-K property is large. It consists of 10 multicell mineral claims in one contiguous block approximately six by seven km in size and covering 4,617 hectares. The property is owned 100 per cent by VR. There are no underlying, annual lease payments on the property, nor are there any joint venture or back-in interests. Hecla-Kilmer is located on provincial Crown land, with mineral rights administered by the Ontario Ministry of Northern Development, Mines, Natural Resources and Forestry (MNDM). There are no annual payments, but the MNDM requires certain annual exploration expenditures and reporting. The property falls within the traditional territories of the Moose Cree and Taykwa Tagamou First Nations.

About VR Resources Ltd.

VR is an established junior exploration company based in Vancouver. VR evaluates, explores and advances large-scale, blue-sky opportunities in copper, gold and critical metals in Nevada, United States, and Ontario, Canada. The company has also made Canada's newest diamond discovery in Northern Ontario, and controls a new field of kimberlite targets around it. VR applies modern exploration technologies and leverages in-house experience and expertise in greenfields exploration to large-footprint mineral systems in underexplored areas/districts. The foundation of VR is the proven record of its board in early-stage exploration, discovery, and mergers and acquisitions. The company is well financed for its mineral exploration and corporate obligations. VR owns its properties outright and evaluates new opportunities on a continuing basis, whether by staking or acquisition.

We seek Safe Harbor.