Mr. Keith Henderson reports

VELOCITY PROVIDES TRANSACTION UPDATE

Velocity Minerals Ltd. has provided an update on the February, 2025, share purchase and option agreement between Turker Global Madencilik Sanayi ve Ticaret AS and Velocity (see previous news releases, including dated April 16, 2025).

Turker transaction update

In connection with the Turker transaction, Velocity received a first tranche payment (previous news release dated June 9, 2025). Future closing of the Turker transaction will occur within 18 months from June 23, 2025, or earlier at Turker's discretion. If the transaction closes within 12 months, on or before June 23, 2026, then the amount of the second and final tranche will be reduced by $1.5-million (U.S.).

Velocity and Turker have signed a financing and technical service agreement, dated July 18, 2025 (as amended), pursuant to which Turker will be responsible for financing 100 per cent of all costs required to: (i) keep the subject assets in good standing; (ii) complete fieldwork supporting Turker'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 local mine permitting regulations. The feasibility study is in progress with planned completion in second quarter 2026. The EIA report was completed in third quarter and filed with the relevant authorities on Aug. 8, 2025.

Amended agreement details

The company also announces that it has entered into an agreement to amend the terms of an investment agreement with Artemis Gold Inc. dated Jan. 16, 2019. The amendment dated Nov. 3, 2025, provides that:

• Distribution of net profits -- the net profits of the company (including the net proceeds from the disposition of assets) available for distribution will be distributed to shareholders of the company.
• Cap on board of directors -- the number of directors of Velocity will be capped at five members.
• Board composition -- the board of directors will continue to include Keith Henderson, Daniel Marinov, Mark Cruise and a nominee of Artemis, currently Gerrie van der Westhuizen.

Concurrently with execution of the amendment agreement, Mr. Henderson, Mr. Marinov, Mr. Cruise and Artemis have entered into lock-up agreements. Under the terms of the lock-up agreements, the sale or transfer of any Velocity shares is strictly prohibited unless in connection with: (i) certain allowable sales or transfers to a related party; or (ii) in connection with takeover bid or similar transactions.

Provisions of the amendment agreement relating to the cap on directors and board composition terminate on the earlier of: (i) six months following the closing of the Turker transaction; (ii) the termination of the lock-up agreements; and (iii) termination by mutual consent.

The lock-up agreements terminate on the earlier of: (i) the date upon which Artemis sells all but not less than all of its shares in the company; (ii) six months following the closing of the Turker transaction; (iii) 24 months following the signing of the lock-up agreements; and (iv) termination by mutual consent.

The distribution of net profits will be subject to: (i) the terms of any debt financing or contract binding the company; (ii) the extent to which such distribution is permitted by law (including the Business Corporations Act (British Columbia)); and (iii) the amount of any transfer to reserves required to meet actual or anticipated expenses, in the reasonable opinion of the board of directors of Velocity.

About the 2019 investment agreement

Artemis (formerly a wholly owned subsidiary of Atlantic Gold Corp.) and Velocity entered into the 2019 investment agreement in early 2019 (see previous news release dated Jan. 17, 2019).

In connection with the 2019 investment agreement, Artemis made a cornerstone investment in Velocity in 2019. The initial aggregate investment of $9-million was achieved through the acquisition of 18.6 million units of Velocity at a price per unit of 21 cents for total gross proceeds of $3,906,000. Each unit consisted of one common share of Velocity and one-half of one common share purchase warrant, with each whole warrant entitling Artemis to acquire one common share of Velocity at a price of 25 cents per common share for a period of 36 months following the closing of the equity placement. The rest of the initial investment consisted of $5,094,000 principal amount of secured convertible debentures, issued by the company to Artemis, which later converted the convertible debentures into common shares of Velocity at a conversion price of 25 cents per share.

In connection with the 2019 investment agreement, Artemis was granted: (i) the right to appoint one director to Velocity's board of directors upon the closing of the equity placement, and increase to two out of five directors upon Artemis holding over 30 per cent of the issued and outstanding shares of Velocity; and (ii) the right to participate in any future equity issuances by Velocity to allow Artemis to maintain its pro rata fully diluted ownership in Velocity.

Since 2019, Artemis has invested an aggregate total of $13,945,785 through equity placements and convertible debentures. Artemis currently holds 50,701,138 common shares of Velocity (25.7 per cent of issued and outstanding Velocity common shares).

We seek Safe Harbor.