Mr. Keith Henderson reports

VELOCITY ENTERS INTO DEFINITIVE AGREEMENT TO SELL ALL BULGARIAN ASSETS

Further to its news releases of Oct. 1, Nov. 29 and Dec. 17, 2024, Velocity Minerals Ltd. has entered into a definitive share purchase and option agreement made as of Feb. 24, 2025, with Turker Global Madencilik Sanayi Ve Ticaret AS (Turker Mining), a subsidiary of Turkerler Insaat Turizm Madencilik Enerji Uretim Ticaret ve Sanayi AS, a diversified company based in Ankara, Turkey, whereby Velocity has agreed to: (i) sell its 70-per-cent interest in the Rozino project, together with certain licences, licence applications, and associated tenures and rights, to Turker Mining; and (ii) grant to Turker Mining the option to acquire Velocity's interest in certain other Bulgarian mineral property assets, licences, licence applications, and associated tenures and rights.

"It is a great pleasure to announce another significant transaction milestone, and I would like to thank Turker Mining for their meaningful contribution to a successful outcome," stated Keith Henderson, president and chief executive officer of Velocity. "Turker Mining are financially and technically well positioned to bring Rozino to production. We look forward to receipt of shareholder approval and ultimately to closing the transaction. Projects like Rozino bring far-reaching economic benefits for both local residents and businesses and we are certain this development will be welcomed in the southeast Bulgaria region."

Commercial terms

Under the terms of the definitive agreement, which supersedes and replaces the previously announced letter agreement between Velocity and Turkerler, Turker Mining has agreed to purchase 100 per cent of the Rozino project for $55-million (U.S.). The Rozino purchase price will be payable in two tranches as follows: (i) an initial payment in the amount of $16.5-million following receipt of Velocity shareholder approval and TSX Venture Exchange acceptance for the transaction; and (ii) an additional payment in the amount of $38.5-million (U.S.) on or before the 18-month anniversary of the date of the first-tranche payment (the date of the second-tranche payment being the closing), provided that, if the second-tranche payment is paid by Turker Mining on or before the 12-month anniversary of the first-tranche payment, then the amount of the second-tranche payment will be reduced by $1.5-million (U.S.). If Turker 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 accordance with the terms of the definitive agreement. Gorubso-Kardzhali AD, which holds a 30-per-cent interest in the Rozino project, will be entitled to 30 per cent of the Rozino purchase price.

Following the first-tranche payment until closing, Turker Mining will engage Velocity under a financing and technical services agreement, pursuant to which Turker Mining will be responsible for financing all exploration and development costs required to: (i) keep the subject assets in good standing; (ii) complete fieldwork supporting Turker Mining's planned feasibility study (to be prepared in accordance with National Instrument 43-101, Standards of Disclosure for Mineral Projects); and (iii) file an environmental impact assessment report required under Bulgarian mine permitting regulations.

In order to exercise the option, Turker Mining must make a cash payment of $4-million (U.S.) (the non-Rozino purchase price) to Velocity prior to closing, provided that the option shall not be exercisable unless and until Turker Mining shall have paid the second-tranche payment. Upon payment of the non-Rozino purchase price, Turker Mining shall be deemed to have exercised the option and agreed to acquire a 100-per-cent interest in the non-Rozino assets. The acquisition by Turker Mining of the Rozino project and, if the option is exercised, the non-Rozino assets, will be affected through the sale and purchase of shares in the Bulgarian subsidiaries holding the subject assets. In connection with the transaction, Turker Mining also agreed to pay to Velocity a $1-million (U.S.) transaction fee upon execution of the definitive agreement.

Turker and Velocity will each, subject to certain terms and conditions in the definitive agreement, be responsible for payment of a break or non-completion fee to the other party in certain circumstances if the transaction does not proceed. Closing is subject to customary conditions precedent, including, without limitation, receipt of all necessary shareholder, board, third party and regulatory (including TSX-V) consents and approvals. The transaction requires the favourable vote of 66-2/3rds per cent of the votes cast by Velocity shareholders and Velocity has set a shareholder meeting date of April 15, 2025, to approve the transaction.

Subject to TSX-V acceptance for filing, finder's fees in the amount of 4 per cent will be payable upon closing in connection with the transaction.

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