Velocity to receive second tranche payment from Turker

Executive Summary

• Velocity Minerals Ltd. provided a material update on its pending transaction with Turker Global Madencilik, confirming receipt of the first tranche payment and outlining the timeline for the final closing, including a potential $1.5-million reduction in the final payment if closed by June 23, 2026.
• The company announced an amendment to its 2019 investment agreement with Artemis Gold Inc., which establishes a profit distribution policy for shareholders, caps the board of directors at five members, and imposes lock-up agreements on key directors and Artemis.
• Operational updates include the completion and filing of an Environmental Impact Assessment (EIA) report in August 2025 and a feasibility study currently in progress with a planned completion in Q2 2026, funded 100% by Turker.

Key Details

• Turker Transaction Update:
  • First tranche payment received (previously announced June 9, 2025).
  • Future closing to occur within 18 months from June 23, 2025, or earlier at Turker's discretion.
  • Price Adjustment: If the transaction closes on or before June 23, 2026 (within 12 months), the second and final tranche amount will be reduced by $1.5 million (U.S.).
• Financing and Technical Services Agreement (July 18, 2025, as amended):
  • Turker is responsible for 100% of costs to:
    • Keep subject assets in good standing.
    • Complete fieldwork for a feasibility study (NI 43-101 standards).
    • File an Environmental Impact Assessment (EIA) report.
  • Feasibility Study: In progress; planned completion in Q2 2026.
  • EIA Report: Completed in Q3 2025 and filed with relevant authorities on August 8, 2025.
• Amended Investment Agreement with Artemis Gold Inc. (Dated Nov. 3, 2025):
  • Profit Distribution: Net profits (including net proceeds from asset dispositions) will be distributed to shareholders.
  • Board Cap: Number of directors capped at five.
  • Board Composition: Includes Keith Henderson, Daniel Marinov, Mark Cruise, and a nominee of Artemis (currently Gerrie van der Westhuizen).
  • Lock-Up Agreements: Entered into concurrently by Mr. Henderson, Mr. Marinov, Mr. Cruise, and Artemis.
    • Prohibits sale/transfer of Velocity shares except for related party transfers or takeover bids.
    • Termination of Lock-Ups: Earlier of: (i) Artemis sells all but not less than all shares; (ii) 6 months post-Turker closing; (iii) 24 months post-signing; (iv) mutual consent.
    • Termination of Board Provisions: Earlier of: (i) 6 months post-Turker closing; (ii) termination of lock-ups; (iii) mutual consent.
  • Distribution Conditions: Subject to debt financing terms, legal permissions (BC Business Corporations Act), and board-approved reserves for expenses.
• Artemis Investment History (Context):
  • Initial 2019 investment: $9 million total.
    • Equity: 18.6 million units at $0.21/unit ($3,906,000 gross proceeds). Units included 1 common share + 0.5 warrant (warrant exercise price $0.25/share, 36-month term).
    • Debt: $5,094,000 principal in secured convertible debentures (converted at $0.25/share).
  • Total aggregate investment since 2019: $13,945,785.
  • Current Holding: 50,701,138 common shares (25.7% of issued and outstanding shares).

Notable Quotes

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