Velocity Provides Additional Transaction Update On Sale of Bulgarian Assets
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NR-24-11 December 17, 2024
Velocity Provides Additional Transaction Update
On Sale of Bulgarian Assets
Vancouver, British Columbia – Velocity Minerals Ltd. (TSX.V: VLC , OTCQB: VLCJF ) ( "Velocity" or the
"Company") is pleased to provide an update regarding the sale of the Rozino gold project and the
Company's other Bulgarian assets for USD $59.0 million cash (the "Transaction"), as previously announced
on October 1, 2024. Following in-person meetings in Ankara, Turkiye, Velocity has signed an amendment
to the binding letter agreement (the “ Amended Letter Agreement”) which specifies Türker Global
Madencilik Sanayi ve Ticaret A.Ş. (a subsidiary of Türkerler İnşaat Turizm Madencilik Enerji Üretim Ticaret
ve Sanayi A.Ş.), as the purchaser (“Türker Mining”) (together with Velocity, the “Parties”).
Under the Amended Agreement, Velocity has agreed to extend Türker Mining’s exclusivity period from
December 15, 2024 to January 17, 2025, which date has been established as the deadline for the execution
of the definitive agreement (the “ Definitive Agreement”), allowing additional drafting time during the
holiday season in Canada and Turkiye.
Regarding the US$59.0 million consideration, the Amended Letter Agreement increases the amount of
the first tranche payment (the “ Initial D eposit”) from US$15.0 million to US$16.5 million, with the
commensurate adjustment of the second tranche payment on the closing of the Transaction (“Closing”).
The Amended Letter Agreement introduces a US$1.0 million fee payable to Velocity (the “ Transaction
Fee”), of which US$0.5 million will be payable to Velocity at the time of the Initial Deposit , and the
remaining US$0.5 million will be payable on Closing. A US$2.95 million break fee will be paid to escrow
upon execution of the Definitive Agreement. Following receipt by Velocity of the US$16.5 million Initial
Deposit, the break fee will be reduced to US$1.45 million and will be held in escrow through to Closing.
The Company’s previously estimated timeline for holding a special meeting of shareholders to consider
the Transaction (the “ Meeting”) will be revised in conjunction with the execution of the Definitive
Agreement, and the Company will provide a future update regarding the Meeting schedule. Closing will
be subject to customary conditions precedent, including, receipt of all necessary shareholder, board and
regulatory (including TSXV) consents and approvals.
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
NR-24-11 Continued December 17, 2024
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.
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. All statements, other
than statements of historical fact, included herein including, without limitation, statements regarding the
completion of the Transaction , the completion of the conditions precedent to the Transaction , the holding of the
Meeting to approve the Transaction , 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 correc t. Often, but not always, forward looking
information can be identified by words such as "pro forma", "plans", "expects", "may", "will", "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 market fundamentals will
result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory
approvals in connection with the Transaction in a timely manner, the availability of financing on suitable terms for
the continued operation of the Company's business, and the Company’s ability to comply with environmental, health
and safety laws.
Forward-looking statements involve 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 at the Company's properties , estimation or realization of mineral reserves and
mineral resources, requirements for additional capital, future prices of precious metals and copper, 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 industry, delays or the inability of the Company
to obtain any necessary permits, consents or authorizations required, including TSXV acceptance of the Transaction,
financing or other planned activities, changes in laws, regulations and policies affecting mining operations, currency
fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of
pending litigation, env ironmental issues and liabilities, risks relating to epidemics or pandemics such as COVID -19,
including the impact of COVID -19 on the Company's business, risks related to joint venture operations, and risks
related to the integration of acquisitions, as we ll as those factors discussed under the heading "Risk Factors" in the
Company's latest Management 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.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward looking statements. Except as otherwise required by
law, the Company undertakes no obligation to update any of the forward -looking information in this news release
or incorporated by reference herein.