TSX.V Announcement

TSX.V Announcement

February 27, 2026

Velox Energy Materials Inc. Announces Proposed Non-Brokered Private Placement Financing

Toronto, Ontario – February 27, 2026– Velox Energy Materials Inc. (TSXV: VLX) (“Velox” or the

“Company”) is pleased to announce that it proposes to complete a non-brokered private placement

financing (the “Private Placement”) of up to 89,296,272 units of the Company (the “Units”) at a price of

$0.035 per Unit, for gross proceeds of up to $3,125,369.52.

Each Unit will consist of one common share in the capital of the Company (each, a “Common Share”)

and one common share purchase warrant (a “Warrant”). Each Warrant will be exercisable to acquire

one additional Common Share at a price of $0.05 for a period of 24 months from the date of issuance,

in accordance with TSX Venture Exchange policies.

The net proceeds of the O]ering will be used to fund the evaluation and due diligence of potential

resource opportunities consistent with the Company’s existing business strategy, current project

commitments, regulatory, professional and corporate administration costs, and for general working

capital purposes. None of the proceeds will be used for investor relations service providers or payments

to non-arms length parties.

The Private Placement is subject to the receipt of all necessary regulatory approvals, including approval

of the TSX Venture Exchange (the “Exchange”). All securities issued pursuant to the Private Placement

will be subject to a statutory hold period of four months and one day in accordance with applicable

securities laws.

In connection with the Private Placement, the Company may pay finder’s fees of 6% in cash up to and

6% finders warrants (“Finders’ Warrants”) to eligible finders, in accordance with the policies of the

Exchange. Each Finder Warrant entitles the holder to acquire one common share at a price of $0.05 per

share for a period of 24 months from the Closing Date.

A director of the Company intends to participate in the Private Placement for up to 5,700,000 Units.

Such participation will constitute a related party transaction within the meaning of Multilateral

Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The

Company intends to rely on the exemptions from the fo rmal valuation and minority shareholder

approval requirements of MI 61-101 pursuant to Sections 5.5(b) and 5.7(1)(b), respectively, as the

Company’s securities are not listed on a specified market and the fair market value of the participation

does not exceed 25% of the Company’s market capitalization.

In accordance with applicable Canadian securities laws, all securities issued pursuant to the Private

Placement will be legended with a hold period of four months and one day from the date of issuance.

Completion of the Private Placement and payment of any finder’s fees remain subject to the receipt of

all necessary regulatory approvals, including approval of the Toronto Venture Stock Exchange (the

“TSXV”). 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.

veloxenergymaterials.com.au | 45 Ventnor Avenue, West Perth WA 6005

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Approved by the Board of Velox Energy Materials Inc.

Nicole Morcombe

Director

Email: [email protected]

1 (416) 214-7577

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 release includes certain statements and information that may constitute forward-looking information within

the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or

future performance and reflect the expectations or beliefs of management of the Company regarding future

events. Generally, forward-looking statements and information can be identified by the use of forward-looking

terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that

certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these

statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date

of this news release and include without limitation, statements regarding discussions of future plans, estimates

and forecasts and statements as to management's expectations and intentions with respect to, among other

things, the proposed amendments to the terms of the Warrants.

These forward‐looking statements involve numerous risks and uncertainties and actual results might differ

materially from results suggested in any forward-looking statements. These risks and uncertainties include,

among other things, market uncertainty and the risk that the Exchange will not approve the amendments to

the terms of the Warrants.

In making the forward-looking statements in this news release, the Company has applied several material

assumptions, including without limitation, that the Company will receive approval from the Exchange to amend

the terms of the Warrants.

Although management of the Company has attempted to identify important factors that could cause actual

results to differ materially from those contained in forward-looking statements or forward-looking information,

there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no

assurance that such statements will prove to be accurate, as actual results and future events could differ

materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on

forward-looking statements and forward-looking information. Readers are cautioned that reliance on such

information may not be appropriate for other purposes. The Company does not undertake to update any

veloxenergymaterials.com.au | 45 Ventnor Avenue, West Perth WA 6005

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forward-looking statement, forward-looking information or financial out-look that are incorporated by reference

herein, except in accordance with applicable securities laws. We seek safe harbor.