Tim Aldersley to serve as President and CEO, with Brad Bolger joining as CFO

VANCOUVER, BC, Nov. 10, 2026 /CNW/ -- Varvara Development Group Ltd. (formerly, O Rei Resources Corp.) ("Varvara" or the "Company") is pleased to announce that it has completed the first tranche of its non-brokered private placement of 2,173,913 common shares of the Company (each, a "Common Share") at a price of US$16.10 per Common Share for aggregate gross proceeds of approximately US$35 million (the "Offering"). The Company will issue 1,927,700 Common Shares for gross proceeds of US$31,035,970 in the initial tranche of the Offering and has received binding subscription agreements for the remaining Common Shares, with the second tranche expected to close before the end of November.

The Company intends to use the net proceeds from the Offering to fund work on the Company's Certej Project, including technical and environmental studies and permitting, and for general working capital purposes and general and administrative expenses. No finders' fees were paid in connection with the Offering.

Securities issued to subscribers in connection with the Offering are subject to a hold period of four months and one day pursuant to applicable Canadian securities legislation, as well as contractual resale restrictions which restrict sales of the Common Shares until the completion of certain corporate milestones.

Management Appointments

The Company is also pleased to announce changes to its management team. Effective immediately, Mr. Tim Aldersley, who currently serves as President and Chief Financial Officer of the Company, will fulfill the roles of Chief Executive Officer and President of the Company, and Mr. Brad Bolger will join the Company as its Chief Financial Officer, succeeding Mr. Aldersley in that role.

Mr. Bolger is a Chartered Professional Accountant with over 20 years of progressive public accounting, finance, and corporate governance experience. Prior to joining Varvara, Mr. Bolger served as the Vice President, Finance at Foran Mining, where he helped lead the development of the McIlvenna Bay mine through construction to first production and Foran's C$3.8 billion acquisition by Eldorado Gold. Previously, he served as the Senior Vice President, Finance at Copper Mountain Mining, which was acquired by Hudbay Minerals in June 2023. Mr. Bolger also brings public company auditing and assurance experience with PricewaterhouseCoopers, working in the Vancouver mining practice until 2010. Mr. Bolger holds a Bachelor of Business Administration from Thompson Rivers University and a Master of Laws in Mineral Law and Policy from The Centre for Energy, Petroleum and Mineral Law and Policy at the University of Dundee, Scotland. He earned his Chartered Accountant designation in 2010. 

Related Party Considerations

The Offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as certain related parties of the Company participated in these transactions. Tim Aldersley (including certain family members of Mr. Aldersley, as to 6,211 Common Shares) and Mathieu Gignac (as to 255,823 Common Shares), each a director or officer of the Company, subscribed for Common Shares pursuant to the Offering, and BlackRock World Mining Trust plc and Beedie Capital Investments Ltd., each an insider of the Company, each participated in the Offering to maintain their pro rata interest in the Company.

Pursuant to Sections 5.5(b) and 5.7(1)(a) of MI 61-101, the Offering is exempt from the requirement to obtain a formal valuation and minority shareholder approval in respect of these transactions as the Company is not listed on a stock exchange and the fair market value of the consideration from the related parties participating in these transactions is not greater than 25% of the market capitalization of the Company. The Board of Directors of the Company approved the Offering after disclosure to the Board of Directors of the related party elements of these transactions and directors with a disclosable interest in these transactions under applicable corporate law abstained from voting on the approval of these transactions. In connection with the Offering, each investor in the offering entered into a standard form of subscription agreement with the Company containing customary terms for a private placement of the nature of the Offering. The Company did not file a material change report in respect of the Offering at least 21 days before the closing of the transaction, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

About Varvara Development Group Ltd.

Varvara is a mining development company headquartered in British Columbia, Canada, dedicated to the safe, sustainable and cyanide-free development of mineral assets in Romania.

Cautionary Note about Forward-looking Statements and Information

Certain of the statements made and information provided in this press release are forward-looking statements or information within the meaning of ‎‎applicable Canadian and U.S. securities laws. Often, these forward-looking statements and forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "continue", "projected", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements or information contained in this release include, but are not limited to, statements or information with respect to the intended use of proceeds from the Offering and the closing of the remaining amount of the Offering. Forward-looking statements and forward-looking information by their nature are based on assumptions and involve known and unknown risks, market uncertainties and other factors, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information.

We caution that all forward-looking information is inherently subject to change and uncertainty and that actual ‎results ‎may differ materially from those expressed or implied by the forward-looking information. A number of ‎risks, ‎uncertainties and other factors could cause actual results and events to differ materially from those expressed ‎or ‎implied in the forward-looking information or could cause our current objectives, strategies and intentions to ‎change, ‎including but not limited to: that the Company may use the proceeds from the Offering for different purposes than set forth in this press release; the Company may not close the remaining amount of the Offering (and realize the proceeds therefrom); the Company's project may never be developed; recoveries of gold and other metals; geopolitical and economic climate (global and local), risks related to mineral tenure and permits; gold and other commodity price volatility; information technology systems risks; continued softening of the global concentrate market; risks regarding potential and pending litigation and arbitration proceedings relating to our business, properties and operations; expected impact on reserves and the carrying value; the updating of the reserve and resource models and life of mine plans; mining operational and development risk; financing risks; foreign country operational risks; risks of sovereign investment; regulatory risks and liabilities including environmental regulatory restrictions and liability; discrepancies between actual and estimated production; mineral reserves and resources and metallurgical testing and recoveries; additional funding requirements; currency fluctuations; community and non-governmental organization actions; speculative nature of gold exploration; dilution; share price volatility and the price of our common shares; competition; loss of key employees; and defective title to mineral claims or properties.

Accordingly, we warn investors to exercise ‎caution when ‎considering statements containing forward-looking information and that it would be unreasonable to ‎rely on such ‎statements as creating legal rights regarding our future results or plans. We cannot guarantee that any ‎forward-‎looking information will materialize and you are cautioned not to place undue reliance on this forward-‎looking ‎information. Any forward-looking information contained in this news release represents management's ‎current ‎expectations and is based on information currently available to management, and is subject to change ‎after the ‎date of this news release. We are under no obligation (and we expressly disclaim any such obligation) to ‎update or alter ‎any statements containing forward-looking information, the factors or assumptions underlying ‎them, whether as a ‎result of new information, future events or otherwise, except as required by law. All of the ‎forward-looking information ‎in this news release is qualified by the cautionary statements herein.

A comprehensive discussion of other risks that impact the Company can also be found in its public reports and filings which are available at www.sedarplus.ca. 

SOURCE Varvara Development Group Ltd.