Velocity Closes Non-Brokered Private Placement For Gross Proceeds of $1 Million
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NR-18-19 October 12, 2018
Velocity Closes Non-Brokered Private Placement
For Gross Proceeds of $1 Million
Vancouver, British Columbia – Velocity Minerals Ltd . ( TSXV: VLC) (“ Velocity” or the “Company” )
announces the closing of its non -brokered private placement announced on October 2, 2018
(the “Financing”).
The Financing raised aggregate gross proceeds of $ 1,005,064 through the issuance of 6,700,433 units
(each, a “Unit”) at a price of $0.15 per Unit. 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 $0.20 per Share for a
period of 36 months from the issue date. All securities issued in connection with the Financing are subject
to a hold period of four months and one day in Canada.
Certain officers and directors of the Company ( collectively, the "Related Parties") participated in the
Financing pursuant to the terms described above , purchasing in aggregate 1,437,266 Units. Th ese
constitute related party transactions pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61- 101”). The Company relied on S ections 5.5(a) and
5.7(1)(a) of MI 61- 101 for an exemption from the formal valuation and minority shareholder approval
requirements, respectively, as at the closing of the Financing, neither the fair market value of the Units
issued in connection with the Financing, nor the fair market value of the consideration received by the
Company for same , insofar as it involved the Related Parties, exceed ed 25% of the Company's market
capitalization.
In connection with the Financing, the Company paid aggregate finder's fees consisting of $57,013 in cash
and 380,084 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 $0.15 per Share for a period of 12 months
from the issue date. Leede Jones Gable Inc. received finder’s fees consisting of $52,375 cash and 349,167
Finder’s Warrants, and Haywood Securities Inc. received finder’s fees consisting of $4,637 cash and 30,917
Finder’s Warrants.
The proceeds of the Financing are intended to fund ongoing work at the Company’s Rozino gold project
(the “Project”) in Bulgaria and for general working capital.
About Velocity Minerals Ltd.
Velocity is a gold exploration and development company focused on eastern Europe. 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 o peration as well as a
track record in managing publicly listed companies.
NR-18-19 Continued October 12, 2018
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The Company recently announced the results of a preliminary economic assessment on the Project,
located in southeast Bulgaria (previous news release NR18 -17, dated September 17, 2018). A technical
report prepared pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects on
the Project will be filed on SEDAR on or before October 31, 2018.
About Bulgaria
Bulgaria is a member of NATO (2004) and a member of the European Union (2007). The local currency
(BGN) has been tied to the Euro since 1999 (1.956 BGN/EUR). The country is served by modern European
infrastructure including an extensive network of paved roads. Bulgaria boasts an exceptionally low
corporate tax rate of only 10%. The country’s education system is excellent with good availability of
experienced mining professionals in a favourable cost environment. Foreign mining companies are
successfully operating in Bulgaria. The country’s mining law was established in 1999 and updated in
2011. Mining royalties are low and compare favourably with more established mining countries.
On Behalf of the Board of Directors
"Keith Henderson"
President & CEO
For further information, please contact: Keith Henderson
Phone: +1-604-638-3456
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.
This news release does not constitute an offer of sale of any of the above -mentioned securities in the
United States. The foregoing securities have not been and will not be registered under the United States
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.
CAUTIONARY STATEMENT REGAR DING 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 limitation, statements
regarding the use of proceeds from the Financing , the filing of a technical report prepared pursuant to National
Instrument 43 -101 - Standards of Disclosure for Mineral Projects on the Project on SEDAR 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 “pro forma”,
“plans”, “expects”, “may”, “should”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”,
“believes”, “potential” or variations of su ch 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
NR-18-19 Continued October 12, 2018
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forward-looking statements in this news release, the Company ha s applied several material assumptions, including
without limitation, that costs will remain stable over the relevant period, that market fundamentals will result in
sustained precious metals demand and prices, the receipt of any necessary permits, license s and regulatory
approvals in connection with the future development of the Project in a timely manner, construction and continued
operation of the Project, and the Company’s projects generally, 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 Project, 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 suffic ient supply of water and other materials,
requirements for additional 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 other risks of the mining industr y, the inability to or delay
in obtaining governmental and regulatory approvals (including of the TSX Venture Exchange for the Financing ),
permits or financing or in the completion of development or construction activities, changes in laws, regulations and
policies 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 Au thorities, 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 an y of the forward -looking information in this news release or incorporated by reference
herein, except as otherwise required by law.
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