Velocity Closes First Tranche of Private Placement for Gross Proceeds of $1.3 million
1
NR-18-11 May 3, 2018
Velocity Closes First Tranche of Private Placement
for Gross Proceeds of $1.3 million
Vancouver, British Columbia – Velocity Minerals Ltd . ( TSXV: VLC) (“Velocity ” or the “Company” )
announces the closing of the first tranche of its non-brokered private placement announced on
March 22, 2018 (the “Financing”).
The first tranche of the Financing raised aggregate gross proceeds of $1,324,365 through the issuance
of 6,621,824 units (each, a “Unit”) at a price of $0.20 per Unit. All securities issued in connection with
the Financing are subject to a hold period of four months and one day in Canada. Each Unit consists
of one common share in the capital of the Company (each, a "Share") and one -half of one common
share purchase warrant, with each whole warrant (each, a “Warrant”) entitling the holder to
purchase one Share at a price of $0.30 per Share for a period of 12 months from the issue date. The
expiry of the Warrants will be accelerated if the closing price of the Shares on a stock exchange in
Canada is at least $0.50 for a minimum of 10 consecutive trading days during the term commencing
after f our months and one day from the issue date (the "Triggering Event"). The expiry of the
Warrants will be automatically accelerated upon the occurrence of the Triggering Event and the
holders' rights to exercise their Warrants will automatically expire and terminate at 4:00 p.m.
(Vancouver time) 30 days following notice by the Company to the holders of the occurrence of the
Triggering Event.
In connection with the Financing, the Company paid aggregate finder's fees consisting of $ 21,350 in
cash and 106,750 non -transferrable finder's warrants (each, a Finder's Warrant"). Each Finder’s
Warrant entitles the holder thereof to purchase one Share at a price of $0.2 0 per Share for a period
of 12 months from the issue date. Leede Jones Gable Inc. received finder’s fees consisting of $10,850
cash and 54,250 Finder’s Warrants, and PI Financial Corp. received finder’s fees consisting of $10,500
cash and 52,500 Finder’s Warrants.
The Company intends to use the net proceeds from the Financing to fund ongoing work at its Balkan
Gold Project, the cornerstone of which is the recently announced Exploration and Mining Alliance
(the "Alliance") with Bulgarian mining company Gorubso Kardzhali AD (see news release dated
February 22, 2018). In addition to exclusive access to an operating Carbon-In-Leach (CIL) processing
plant, the Company has negotiated option agreements on multiple exploration projects and an
operating gold mine within an approximately 10,000km2 Alliance area in southeast Bulgaria.
Stock Option Grant
The Company also announces that it has granted 1,300,000 common share stock options (each, an
"Option") to various employees and consultants of the Company and its affiliates. The Options entitle
the holder to purchase Shares at a price of $0.18 per Share for a period of 24 months from the issue
date. With this issuance, the Company has granted a total of 5,750,000 Options.
NR18-11 Continued May 3, 2018
2
About Velocity Minerals Ltd.
Velocity is a gold exploration and development company focused on projects in Bulgaria . The
Company’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, feasibility, finance, mine construction and mine
operation as well as a track record in managing public 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 INFORMATION : This news release
contains forward-looking statements and 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 in this news release ,
other than statements of historical fact, are forward-looking statements including, without limitation,
any statements regarding beliefs, plans and expectations regarding the future, including, the closing
of the Private Placement, the Company’s expectation that it will be able to enter into agreements to
acquire interests in additional mineral properties, the discovery and delineation of mineral
deposits/resources/reserves on the Balkan Gold Project , and the anticipated business pla ns and
timing of future activities of the Company, including the Alliance . Although the Company believes
that the statements beliefs, plans, expectations and intentions contained in this news release are
reasonable, it can give no assurance that those the statements beliefs, plans, expectations and
intentions will prove to be correct. Forward-looking statements are typically identified by words such
as: “believe”, “expect”, “anticipate”, “intend”, “estimate”, “postulate” and similar expressions
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 , or are those, which, by their nature,
refer to future events. The Company cautions investors that any forward-looking statements by the
Company are not guarantees of future results or performance, and that actual results may differ
materially from those in forward -looking statements as a result of various factors, including,
operating and technical di fficulties in connection with mineral exploration and development
activities, actual results of exploration activities, the estimation or realization of mineral reserves and
mineral resources, the timing and amount of estimated future production, the costs of production,
capital expenditures, the costs and timing of the development of new deposits, requirements for
additional capital, future prices of gold and precious metals, changes in general economic conditions,
changes in the financial markets and in t he demand and market price for commodities, accidents,
NR18-11 Continued May 3, 2018
3
labour disputes and other risks of the mining industry, delays in obtaining governmental approvals,
permits or financing or in the completion of development or construction activities, changes in laws,
regulations and policies affecting mining operations, title disputes, the inability of the Company to
obtain any necessary permits, consents, approvals or authorizations, TSX Venture Exchange
acceptance of any current or future property acquisitions or financings and other planned activities,
the timing and possible outcome of any pending litigation, environmental issues and liabilities, and
risks related to joint venture operations, and other risks and uncertainties disclosed in the Company’s
latest Management’s Discussion and Analysis and filed with certain securities commissions in Canada.
All of the Company’s Canadian public disclosure filings may be accessed via www.sedar.com and
readers are urged to review these materials, including the technical reports filed with respect to the
Company’s mineral properties.
Readers are cautioned not to place undue reliance on forward -looking statements. These forward-
looking statements are made as of the date of this news release and the Company undertakes no
obligation to update any of the forward -looking statements in this news release or incorporated by
reference herein, except as otherwise required by law.
- 30 -