Velocity Minerals Ltd. (TSXV: VLC) (OTCQB: VLCJF) is pleased to announce that it has entered into a binding letter agreement with Türkerler İnşaat Turizm Madencilik Enerji Üretim Ticaret ve Sanayi A.Ş. a diversified company based in Ankara, Turkey, whereby Türkerler has agreed to purchase 100% of the Rozino gold project, together with certain licences, licence applications and associated tenures and rights and the interest of Velocity in certain other Bulgarian mineral property assets, licences, licence applications and associated tenures and rights in consideration for USD $59.0 million cash.

“We are delighted to have secured a USD $59 million deal for our Bulgarian assets so soon after announcing our intention to do so. We look forward to closing this Transaction in due course,” stated Keith Henderson, the Company’s President & CEO. “Türkerler is a diversified company with total investment of more than USD $6 billion in active projects, with a focus on renewable energy projects. They are very well positioned to take assets like the Rozino Project to the next stages of development, with the support of Velocity’s Bulgarian team.” Mr. Henderson continued, “This investment in the Rozino Project will be particularly welcome news for the residents of the Ivaylovgrad region as resource-sector investments tend to bring far-reaching economic benefits for local residents and local businesses. The neighbouring Ada Tepe mine is expected to close in 2026, so development of the Rozino Project mine will be necessary to secure employment in this part of Bulgaria. ”

“We have added value to the Rozino Project with focused exploration and mineral resource expansion ultimately leading to a positive Prefeasibility Study. Projects like this bring added value to society, bringing employment, training, and programs to build local community capacity. We are especially proud that exploration at the Rozino Project was completed by a Bulgarian team of geologists and scientists who defined the project as economically viable,” Mr. Henderson noted, “Moving forward, Velocity is looking at potential acquisition opportunities throughout Europe to identify projects where we can again add significant value to underappreciated assets. We look forward to updating shareholders in due course.”

Commercial Terms

Under the terms of the Letter Agreement and subject to acceptance by the TSX Venture Exchange it is currently expected that the Transaction will be effected by way of a share purchase and sale transaction, pursuant to which Türkerler will purchase all of the issued and outstanding shares of certain Bulgarian subsidiaries of Velocity. The purchase price for the Subject Assets will be USD $59.0 million (the “Purchase Price“), payable in two tranches, as follows: (i) an initial non-refundable payment in the amount of USD $15.0 million payable at the closing of the Transaction; and (ii) an additional payment in the amount of USD $44.0 million on or before the 18 month anniversary of the date of Closing, provided that if the Second Tranche Payment is paid by Türkerler on or before the 12 month anniversary of the date of Closing, then the amount of the Second Tranche Payment will be reduced by USD $1.5 million to USD $42.5 million. Gorubso-Kardzhali AD, which holds a 30% interest in the Rozino Project, will be entitled to 30% of the Purchase Price attributed to the Rozino Project. USD $55.0 million of the Purchase Price is attributable to the Rozino Project.

Closing is currently scheduled for on or before January 31, 2025, and will be subject to customary conditions precedent, including, without limitation, satisfactory completion of due diligence by Türkerler, receipt of all necessary shareholder, board and regulatory (including TSXV) consents and approvals. The Transaction requires the favourable vote of 66 2/3% of the votes cast by Velocity shareholders and Velocity expects to set a shareholder meeting date to approve the Transaction in December 2024.

Türkerler and Velocity will each, subject to certain terms and conditions in the Letter Agreement, be responsible for payment of a break or non-completion fee to the other party equal to 5% of the Purchase Price in certain circumstances if the Transaction does not proceed. Türkerler is an arm’s length party to the Company, and finder’s fees in the amount of 4% will be payable in connection with the Transaction.

About Velocity

Velocity is a precious metals and copper explorer focused on Eastern Europe. In Bulgaria, Velocity has a 70% interest in the Tintyava property, which includes the prefeasibility-stage Rozino deposit. Velocity also has a 70% interest in the Momchil property (which includes the Obichnik project), a 70% interest in the Nadezhda property (which includes the Makedontsi project), a 70% interest in the Dangovo property (which is contiguous with the Makedontsi project), and a 100% interest in the Iglika copper-gold exploration property.

About Türkerler

Türkerler was founded more than 50 years ago in Ankara, Türkiye, and has grown to become a diversified group of companies with over 24,000 staff, and which is active in real estate development, renewable energy (wind, solar, geothermal), electrical generation & distribution, public-private partnerships, the textile sector, as well as mining. Türkerler’s experience includes major construction projects, such as hydro-electric dams, tunnels, highways, subways and hospitals, which experience will be critical in its ongoing expansion into the mining sector. As at the end of the last financial year, Türkerler has total investments of $6 billion dollars in active projects.