Velocity Minerals: A New Chapter in Bulgarian Mining

Velocity Minerals Ltd. (TSXV: VLC, OTCQB: VLCJF) has entered into a definitive agreement with Türker Global Madencilik Sanayi Ve Ticaret A.Ş. (Türker Mining), a subsidiary of Türkerler İnşaat Turizm Madencilik Enerji Üretim Ticaret ve Sanayi A.Ş. (Türkerler), to sell its Bulgarian assets for USD $59.0 million in cash. This strategic move marks a significant milestone for Velocity and opens up new opportunities for both companies in the Bulgarian mining sector.

The transaction, which is subject to customary conditions precedent, including shareholder, board, and regulatory approvals, involves the sale of Velocity's 70% interest in the Rozino gold project and an option to acquire Velocity's interest in other Bulgarian mineral property assets. The Rozino project, located in southeast Bulgaria, is a high-grade gold deposit with significant exploration potential. The other Bulgarian assets, collectively known as the "Non-Rozino Assets," include various mineral property assets, licences, licence applications, and associated tenures and rights.

Under the terms of the definitive agreement, Türker Mining will purchase 100% of the Rozino project for USD $55.0 million, payable in two tranches. The first tranche of USD $16.5 million will be paid following receipt of Velocity shareholder approval and TSX Venture Exchange (TSXV) acceptance for the Transaction. The second tranche of USD $38.5 million will be paid on or before the 18-month anniversary of the date of the first tranche payment, with a reduction of USD $1.5 million if paid within 12 months. If Türker Mining fails to make the second tranche payment, it will acquire no interest in the Subject Assets, and the first tranche payment will be non-refundable.

In addition to the purchase price for the Rozino project, Türker Mining has agreed to pay Velocity a USD $4.0 million cash payment to exercise the option to acquire Velocity's interest in the Non-Rozino Assets. Upon payment of this option fee, Türker Mining will be deemed to have exercised the option and agreed to acquire a 100% interest in the Non-Rozino Assets. The acquisition of the Rozino project and the Non-Rozino Assets will be effected through the sale and purchase of shares in the Bulgarian subsidiaries holding the Subject Assets.

Türker Mining has also agreed to pay Velocity a USD $1.0 million transaction fee upon execution of the definitive agreement. This fee is in addition to the purchase price and option fee and reflects the value of the Transaction to Velocity.

The Transaction is expected to close on or before January 31, 2025, subject to customary conditions precedent, including shareholder, board, and regulatory approvals. Velocity's shareholders will vote on the Transaction at a special meeting scheduled for April 15, 2025.



The sale of Velocity's Bulgarian assets to Türker Mining is a strategic move that will allow Velocity to focus on other exploration and development opportunities while providing Türker Mining with a strong foothold in the Bulgarian mining sector. The Transaction is expected to bring significant economic benefits to both local residents and businesses in the southeast Bulgaria region, as Türker Mining is well-positioned to bring the Rozino project to production.

In conclusion, Velocity Minerals' definitive agreement with Türker Mining to sell its Bulgarian assets is a significant milestone for both companies. The Transaction will allow Velocity to focus on other growth opportunities while providing Türker Mining with a strong presence in the Bulgarian mining sector. The Rozino project and the Non-Rozino Assets have the potential to bring significant economic benefits to the southeast Bulgaria region, and the Transaction is expected to close on or before January 31, 2025, subject to customary conditions precedent.