Velocity Announces $3 Million Non-Brokered Private Placement
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Lms
NR-20-02 January 23, 2020
Velocity Announces $3 Million
Non-Brokered Private Placement
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.
Vancouver, British Columbia – Velocity Minerals Ltd. (TSX.V: VLC) (“ Velocity” or the “ Company”)
announces a non-brokered private placement (the "Financing") of up to 7,500,000 units of the Company
(the "Units") priced at $0.40 per Unit for total gross proceeds of up to $3,000,000. Each Unit will consist
of one common share in the capital of the Company (each, a “Share”) and one-half of one common share
purchase warrant (each whole warrant, a “Warrant”), with each Warrant entitling the holder thereof to
purchase one Share at a price of $ 0.55 per S hare for a period of 18 months from the closing of the
Financing.
The proceeds of the Financing are intended to fund ongoing work at the Company’s gold projects in
Bulgaria and for general working capital. Subject to the exercise of shareholder pro rata participation
rights and higher than expected investor demand for the Financing, the Company may in crease the size
of the Financing.
All securities issued in connection with the Financing will be subject to a hold period of four -months and
one day in Canada. The closing of the Financing i s subject to TSX Venture Exchange (“TSXV”) and other
regulatory approval.
The Company may pay finder's fees on a portion of the Financing consisting of a cash commission equal
to 7% of the total gross proceeds raised and finder's warrants equal to 7% of the total number of Units
issued, where each finder's warrant will entitle t he holder thereof to purchase one Share at a price of
$0.40 per Share for a period of 12 months from the closing of the Financing.
This news release does not constitute an offer of sale of any of the foregoing securities in the United
States. None of th e 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 state 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. This 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.
About Velocity Minerals Ltd.
Velocity is a gold exploration and development company focused on southeastern Bulgaria. Velocity’s
strategy is to develop a low cost centralized “Hub and Spoke” operation whereby multiple projects within
this emerging gold district produce gold concentrates for trucking to a central processing plant for
production of doré. The Company envisions staged open pit mining of satellite deposits and processing
in a currently operating carbon-in-leach (CIL) plant. Velocity has a 70% joint venture interest in the Rozino
NR-20-02 Continued January 23, 2020
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gold project and has entered into option agreements to earn a 70% interest in the Obichnik, Makedontsi
and Sedefche gold projects, with Gorubso Kardzhali A.D., an established and respected mining company
in Bulgaria. Velocity’s management and board includes mining industry professionals with combined
experience spanning Europe, Asia, and the Americas as employees of major mining companies as well as
founders and senior executives of junior to mid-tier public companies. The team's experience includes all
aspects of mineral exploration, resource definition, feasib ility, finance, mine construction and mine
operation as well as a track record in managing publicly listed companies.
On Behalf of the Board of Directors
“Keith Henderson”
President & CEO
For further information, please contact:
Keith Henderson
Phone: +1-604-484-1233
E-mail: [email protected]
Web: www.velocityminerals.com
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 STATEMENTS: This news release includes certain
forward-looking information (collectively, “forward-looking statements”) within the meaning of applicable Canadian
and U.S. securities legislation, including the United States Private Securities Litigation Reform Act of 1995. All
statements, other than statements of historical fact, included herein including, without limitat ion, statements
regarding the amount of the Financing (and any potential upsizing thereof) , the intended use of the proceeds from
the Financing, the payment of finder's fees, and the anticipated business plans and timing of future activities of the
Company, are forward-looking statements. Although the Company believes that such statements are reasonable, it
can give no assurance that such expectations will prove to be correct . Often, but not always, forward looking
statements can be identified by words such as “ will”, “plans”, “expects”, “may”, “should”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “potential” or variations of such words including
negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might
or will occur or be taken or achieved. In making the forward-looking statements in this news release, the Company
has applied several material assumptions, including without limitation, that marke t fundamentals will result in
sustained gold demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in
connection with the future development of the Company’s Bul garian gold projects in a timely manner, the
availability of financing on suitable terms for the development, construction and continued operation of the
Company’s Bulgarian gold projects, the completion of the Financing, and the Company’s ability to comply with
environmental, health and safety laws.
Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of the Company to differ materially from any future results,
performance or achievements expressed or implied by the forward-looking information. Such risks and other factors
include, among others, operating and technical difficulties in connection with mineral exploration and development
and mine development activities for the Company’s Bulgarian gol d projects, estimation or realization of mineral
reserves and mineral resources, the timing and amount of estimated future production, costs of production, capital
expenditures, the costs and timing of the development of new deposits, the availability of a sufficient supply of water
and other materials, lack of investor interest in the Financing, requirements for additio nal capital to fund the
Company’s business plan, future prices of precious metals, changes in general economic conditions, changes in the
financial markets and in the demand and market price for commodities, possible variations in ore grade or recovery
rates, possible failures of plants, equipment or processes to operate as anticipated, accidents, labour disputes and
NR-20-02 Continued January 23, 2020
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other risks of the mining industry, the inability to or delay in obtaining governmental and regulatory approvals
(including of the TSXV for the Financing), permits or financing or in the completion of development or construction
activities, changes in laws, regulations and po licies affecting mining operations, hedging practices, currency
fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of
pending litigation, environmental issues and liabilities, risks related to joint venture operations, and risks related to
the integration of acquisitions, as well as those factors discussed under the heading. “Risk Factors” in the Company’s
annual manag ement’s discussion and analysis and other filings of the Company with the Canadian Securities
Authorities, copies of which can be found under the Company’s profile on the SEDAR website at www.sedar.com.
Readers are cautioned not to place undue reliance on forward looking information. The Company undertakes no
obligation to update any o f the forward -looking information in this news release or incorporated by reference
herein, except as otherwise required by law.
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