Proposed ASX Dual Listing and Transformational Cornerstone Investment
1
TSX-V Announcement
2 August 2024
Proposed ASX Dual Listing and Transformational
Cornerstone Investment
Highlights
• Velox has secured a commitment for a Cornerstone Investment from the QIC Critical Minerals and
Battery Technology Fund (“QCMBTF”), a fund managed and administered by QIC Limited
(“QIC”)
• Prospectus anticipated to be lodged with Australian regulatory authorities in Q3 of 2024 to
undertake a dual listing capital raising of between A$8 million and A$10 million
• The Cornerstone Investment is intended to support a capital raise proposed to be undertaken by the
Company to facilitate a proposed dual listing of the Company on the Australian Securities Exchange
• QCMBTF has conditionally agreed to participate in the dual listing capital raising with a cornerstone
investment of between A$4 million and A$5 million, dependent on the amount raised from other
investors, and subject to the satisfaction of certain conditions
• Capital raising will allow Velox to expedite exploration and development of the North Queensland
Vanadium Project, alongside explor ing commercialisation opportunities for the Kotai Hydrogen
Project within Queensland
• If the Cornerstone Investment and the proposed ASX dual listing is completed, QCMBTF expected to
emerge as a cornerstone shareholder in Velox with an undiluted holding in the Company between 15-
19%
Toronto, Ontario, August 2 , 2024 – Velox Energy Materials Inc. (TSXV: VLX) ("Velox" or the
"Company") is pleased to announce its proposed dual listing of its shares on the Australian
Securities Exchange (“ASX”) and a conditional strategic cornerstone investor commitment
entered into with the QIC Critical Minerals and Battery Technology Fund.
Velox Energy Materials President and CEO, Simon Coyle said:
“With our flagship North Queensland Vanadium Project and Kotai Hydrogen Project both based in
Australia, it is logical that we would seek to gain further exposure to Australian investors via a proposed
dual listing on the ASX.
“We are extremely excited to have a QIC-managed fund as a cornerstone investor in the proposed dual
listing capital raise. QIC is one of the largest institutional investment managers in Australia and we see
the investment as a strong endorsement on the potential of both the North Queensland Vanadium
Project and Kotai Hydrogen Project.
“The funds being sought under the proposed dual listing capital raise will allow significant progression
of the Company’s assets as we move towards becoming a supplier of energy storage materials.
QIC’s State Chief Investment Officer, Allison Hill, said:
“Up to two million tonnes of vanadium is required for battery storage to decarbonise industries and
communities globally under 2050 net zero targets, while total global production in 2023 represented
approximately five per cent of this figure.
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TSX-V Announcement
2 August 2024
“This sizable deficit demonstrates the significant opportunity that proponents like Velox allow
Queensland to harness in the next critical minerals resources boom.
“Some of the world’s biggest and best vanadium resources are found in Julia Creek, where multiple drill-
ready targets across the North Queensland Vanadium Project’s 1,200 square-kilometre site give Velox
distinct advantages in exploration and mineralisation potential.”
Proposed ASX Dual Listing & Capital Raise
The Company has applied to ASX for in-principle advice in relation to its suitability for admission to the
official list of the ASX. The Company is yet to receive in-principle confirmation from the ASX, however,
will keep the market updated in accordance with Company’s continuous disclosure obligations.
Investors are cautioned that there is no guarantee that the ASX will approve the Company’s proposed
ASX listing.
Subject to receiving ASX’s in-principle approval, Velox expects to lodge a Prospectus with the Australian
Securities and Investments Commission (“ASIC”) in Q3 of 2024 in relation to its proposed dual listing
on the ASX . The Company intends to raise between A$8 million and A$10 million by way of a public
offering of Chess Depository Interests (“CDI”) as part of the dual listing (“Capital Raising”). Further
information on the structure and format of the proposed Capital Raising will be detailed in the
Prospectus to be lodged with ASIC.
In accordance with section 734(5)(b) of the Corporations Act 2001 (Cth) (“Corporations Act”), it is
noted that:
• the Company will be the offeror of CDIs under the Capital Raising;
• a prospectus will be issued by the Company in accordance with Part 6.2 of the Corporations Act
when the CDIs are offered;
• a person should consider the prospectus in deciding whether to apply for CDIs; and
• eligible subscribers who wish to apply for the Capital Raising will need to complete an application
form that will be in or will accompany the prospectus.
Velox have appointed Discovery Capital Partners Pty Ltd as Lead Manager to the proposed ASX dual
listing and Capital Raising.
There is no guarantee that the proposed dual listing on the ASX or the proposed Capital Raising
(including the QCMBTF cornerstone investment) will be completed on the terms set out in this
announcement or at all.
Use of Funds
Funds raised as part of the proposed Capital Raising will go towards:
• Feasibility and pre-production activities for the North Queensland Vanadium Project
• Continued investment and support of the Kotai Hydrogen Project
• General administration and working capital
Cornerstone Investment commitment
About QIC
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TSX-V Announcement
2 August 2024
QIC is a long-term specialist manager in alternatives offering infrastructure, real estate, private capital,
private debt, natural capital, liquid strategies and multi-asset investments. Founded by the Queensland
Government in 1991, it has become one of the largest institutional investment managers in Australia,
with A$111bn (US$72bn) in funds under management (as at 31 March 2024) . QIC has over 900
employees and serves approximately 115 clients (as at 31 March 2024) . Headquartered in Brisbane,
Australia, QIC also has offices in Sydney, Singapore, Melbourne, New York, San Francisco and London.
About QCMBTF
The QCMBTF's primary objective is to support businesses across the critical minerals supply chain in
Queensland. More specifically, the fund ’s mandate includes investment in projects that will create
Queensland-based jobs, deliver economic growth in Queensland, and support development to allow
the growth of the critical minerals sector within Queensland.
The QCMBTF is part of the Queensland Critical Minerals and Battery Technology Fund established in
2023. The $170m Queensland Critical Minerals and Battery Technology Fund has two investment
streams, being government grants of up to A$2 million, and venture and growth investments of up to
A$30 million through the QCMBTF.
From mining stage to the development of processing facilities and/or infrastructure, including the
development and manufacturing of critical minerals, battery technology and advanced materials, the
QCMBTF is set to position Queensland for the next critical minerals resources boom.
QCMBTF Cornerstone Investment Details
The Company has executed a Subscription Agreement with QCMBTF whereby QCMBTF has agreed to
make a strategic conditional investment into the planned dual listing Capital Raising of between
A$4,000,000 and A$5,000,000.
QCMBTF’s participation in the dual listing Capital Raising is conditional upon a number of conditions
precedent being satisfied by 31 December 2024, including:
• QCMBTF being satisfied with its due diligence investigations in relation to the Company , the
Company’s group and QCMBTF's participation in the Capital Raising (including but not limited
to being satisfied with the form of the relevant offer materials);
• the Company lodging a Prospectus with ASIC and it not being withdrawn;
• ASX confirming that no ASX-imposed escrow will apply to the CDIs issued to QCMBTF;
• the Company raising at least A$8 million under the dual listing Capital Raising (including
QCMBTF’s investment);
• ASX providing conditional approval to the Company for the ASX listing on terms acceptable to
QCMBTF;
• the Company receiving all necessary regulatory approvals, waivers, reliefs and modifications
(including as required from the TSX-V and ASX) which are required to enable the ASX dual listing
and the Capital Raising to proceed; and
• QCMBTF being satisfied that no material adverse change in relation to the Company has
occurred.
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TSX-V Announcement
2 August 2024
The Subscription Agreement otherwise contains customary terms and conditions, including warranties
and indemnities and pre -completion undertakings given by the Company , termination rights and
confidentiality clauses.
Please visit our website at www.veloxenergymaterials.com.au for further information.
Approved by the Board of Velox Energy Materials Inc.
Simon Coyle
President & CEO
+1 416-214-7577
Investor Relations Contact
Andrew Rowell
Investor Relations – Australia
M: +61 400 466 226
Email: [email protected]
About Velox Energy Materials
Velox Energy Materials is a publicly traded energy materials company developing and progressing high-
value assets in resource and research -friendly jurisdictions. The Company’s priority focus is the
advanced NQV Project in Queensland, Australia. The NQV Project hosts the Cambridge Deposit with a
CIM compliant Indicated Mineral Resource of 61.33 Mt @ 0.34% V2O5 and 234.6 ppm MoO3 along with
an Inferred Mineral Resource of 144.87 Mt @ 0.33% V2O5 (cut-off grade of 0.25% V2O5) and 241.9 ppm
MoO3 (Dufresne et al., 2022). The Company is targeting shallow, high-grade mineralization that can be
developed using low-cost mining and processing options.
The Company additionally owns Kotai Energy and the option to acquire 100% of the intellectual property
rights associated with the Solid -State Hydrogen Storage Project from Curtin University in Western
Australia. Kotai is focused on the commercialisation of technology that can produce high -pressure
hydrogen following transport as an inert powder.
Forward Looking Statements
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release contains statements which constitute “forward -looking information” within the
meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and
current expectations of the Company with respect to future business activities and plans of the
Company. Forward -looking information is often identified by the words “may”, “would”, “could”,
“should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions
and includes information regarding: the anticipated dual listing of its shares on the ASX; the proposed
use of funds raised as part of the ASX listing and QCMBTF’s strategic investment..
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TSX-V Announcement
2 August 2024
Such forward-looking statements are based on a number of assumptions of management, including,
without limitation, that the Company will complete the ASX listing; that the Company will complete its
strategic investment with QCMBTF;; that the Company will have the resources required to proceed with
its exploration plans; and that the Company will not run into regulatory or other barriers in carrying out
its business plan.
Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties
and other factors which may cause the actual plans, intentions, activities, results, performance or
achievements of the Company to be materially different from any future plans, intentions, activities,
results, performance or achievements expressed or implied by such forward-looking statements. Such
risks include, without limitation: that the Company will be unable to complete the ASX listing or the
strategic investment with QCMBTF; that the Company may incur unanticipated costs; that the Company
may not have the resources required to pursue its exploration plans; and that the Company’s operations
could be adversely affected by possible future government legislation policies and controls or by
changes in applicable laws and regulations. Such forward -looking information represents
management's best judgment based on information currently available. No forward-looking statement
can be guaranteed and actual futu re results may vary materially. Accordingly, readers are advised not
to place undue reliance on forward-looking statements or information. Neither the Company nor any of
its representatives, nor for the avoidance of doubt, none of QIC, QCMBTF or any of their representatives,
make any representation or warranty, express or implied, as to the accuracy, sufficiency or
completeness of the information in this news release or shall have any liability whatsoever, under
contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this
news release by you or any of your representatives or for omissions from the information in this news
release.
The forward -looking statements herein speak only as of the date they were originally made. The
Company has no intention and undertakes no obligation to update or revise any forward -looking
statements, whether as a result of new information, future events o r otherwise, except as required by
law.