Velocity Minerals Ltd.: Update on Acquisition of Mineral Property Interests in Bulgaria

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 1, 2017) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Velocity Minerals Ltd. (TSX VENTURE:VLC.H) ("Velocity") is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "TSXV") to close its Share Purchase and Sale Agreement with 1077076 B.C. Ltd., ("TargetCo"), and the shareholders of TargetCo, whereby Velocity will acquire all of the outstanding shares of TargetCo in exchange for common shares of Velocity (the "Transaction").

On completion of the Transaction, Velocity will hold (through TargetCo) options to acquire interests in the Tintyava property and the Ekuzya property located in south-eastern Bulgaria. See Velocity's news release of February 6, 2017 for full details of the Transaction and the related mineral property interests.

The following material changes have occurred since the date of the February 6, 2017 news release:

1. The prospecting and exploration licence for the Tintyava property has been issued, and associated tender fee for same paid to the Ministry of Energy of the Republic of Bulgaria.
   
2. The TSXV has determined that the 18,000,000 common shares of Velocity to be issued to the shareholders of TargetCo will be subject to a Surplus Escrow Agreement (within the meaning of applicable TSXV policies) and released as to 5% upon closing, 5% upon six months after closing, an additional 10% upon 12 and 18 months following closing, an additional 15% upon 24 and 30 months following closing, and the balance of 40% upon 36 months following closing.
   
3. The concurrent private placement of Velocity units at $0.25 per unit has been increased to $2,000,000 (the "Financing"). Each unit will consist of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable for 12 months from issuance at $0.40 per share; subject to acceleration in certain circumstances.
   
4. A technical report on the Ekuzya property, prepared in compliance with NI 43-101, has been approved by the TSXV and filed on SEDAR.
   

Velocity expects that the Transaction and the Financing will close on or about June 15, 2017.

On behalf of the Board of Directors,

Paul A. Larkin, CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; the terms and conditions of the Financing; future exploration and testing carried out on the Ekuzya and Tintyava properties; use of funds; and the business and operations of Velocity after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; operating and technical difficulties in connection with mineral exploration and development activities, actual results of exploration activities; lack of investor interest in the Financing; requirements for additional capital; future prices of gold and precious metals; changes in general economic conditions; accidents, delays or the failure to receive board, shareholder or regulatory approvals, including the required permits; results of current exploration and testing; changes in laws, regulations and policies affecting mining operations; title disputes; and the fact that Velocity's interest in the Ekuzya and Tintyava properties is only an option and there is no guarantee that the interest if earned will be certain. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Velocity disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This news release does not constitute an offer of sale of any of the foregoing securities in the United States. None of the foregoing securities have been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.