Update ON Acquisition of Mineral Property Interests IN Bulgaria
LC070118-2
NEWS RELEASE
UPDATE ON ACQUISITION OF MINERAL PROPERTY INTERESTS IN BULGARIA
Not for distribution to United States newswire services or for release, publication,
distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
June 1, 2017 - Vancouver, British Columbia – Velocity Minerals Ltd. (TSXV: VLC.H) (“Velocity”) is
pleased to announce that it has received conditional approval from the TSX Venture Exchange (the
“TSXV”) to close its Share Purchase and Sale Agreement with 1077076 B.C. Ltd., (“TargetCo”), and the
shareholders of Target Co, whereby Velocity will acquire all of the outstanding shares of Target Co in
exchange for common shares of Velocity (the “Transaction”).
On completion of the Transaction, Velocity will hold (through TargetCo) options to acquire interests in
the Tintyava property and the Ekuzya property located in south -eastern Bulgaria. See Velocity’s news
release of February 6, 2017 for full details of the Transaction and the related mineral property interests.
The following material changes have occurred since the date of the February 6, 2017 news release:
1. The prospecting and exploration licence for the Tintyava property has been issued, and associated
tender fee for same paid to the Ministry of Energy of the Republic of Bulgaria.
2. The TSXV has determined that the 18,000,000 common shares of Velocity to be issued to th e
shareholders of TargetCo will be subject to a Surplus Escrow Agreement (within the meaning of
applicable TSXV policies) and released as to 5% upon closing, 5% upon six months after closing, an
additional 10% upon 12 and 18 months following closing, an ad ditional 15% upon 24 and 30 months
following closing, and the balance of 40% upon 36 months following closing.
3. The concurrent private placement of Velocity units at $0.25 per unit has been increased to
$2,000,000 (the “Financing”). Each unit will consist of one common share and one -half of one common
share purchase warrant, with each whole warrant exercisable for 12 months from issuance at $0.40 per
share; subject to acceleration in certain circumstances.
4. A technical report o n the Ekuzya property, prepared in compliance with NI 43-101, has been
approved by the TSXV and filed on SEDAR.
Velocity expects that the Transaction and the Financing will close on or about June 15, 2017.
On behalf of the Board of Directors,
Paul A. Larkin
CEO
Telephone: (604) 687-7767
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LC070118-2
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.
CAUTIONARY STATEMENT REGARDING FORWARD -LOOKING INFORMATION : This news release
includes certain “forward -looking statements” under applicable Canadian securities legislation. Forward -looking
statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed
Transaction; the terms and conditions of the Financing; future exploration and testing carried out on the Ekuzya and
Tintyava properties; use of funds; and the business and operations of Velocity after the proposed Transaction.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause
the actual results and futu re events to differ materially from those expressed or implied by such forward -looking
statements. Such factors include, but are not limited to: general business, economic, competitive, political and social
uncertainties; operating and technical difficulties in connection with mineral exploration and development activities,
actual results of exploration activities ; lack of investor interest in the Financing; requirements for additional capital;
future prices of gold and precious metals; changes in general economic conditions; accidents, delays or the failure to
receive board, shareholder or regulatory approvals , including the required permits; results of current exploration and
testing; changes in laws, regulations and polic ies affecting mining operations; title disputes; and the fact that
Velocity’s interest in the Ekuzya and Tintyava properties is only an option and there i s no guarantee that the interest
if earned will be certain . There can be no assurance that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on forward -looking statements. Velocity disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as
required by law.
This news release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities
have been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”) or any applicable sta te securities laws
and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933
Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. Thi s news release does
not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful.