Velocity Announces Strategic Investment by Dundee Precious Metals
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.
Vancouver, B.C. – November 16, 2020 – Velocity Minerals Ltd. (TSXV: VLC) (“Velocity” or the “Company”) is pleased to announce that it has entered into an investment agreement dated November 13, 2020 (the “Investment Agreement”) with Dundee Precious Metals Inc. (TSX: DPM) (“DPM”), whereby DPM will invest up to $7,000,000 to acquire a 9.99% ownership interest in Velocity on a non-diluted basis (the “Strategic Investment”). Under and subject to the terms and conditions of the Investment Agreement, DPM has agreed to purchase up to 14,000,000 common shares of Velocity (each, an “Offered Share”) at the price of $0.50 per Offered Share, on a private placement basis.
In connection with the Strategic Investment, DPM will be granted the right to nominate one director to Velocity’s board of directors upon increasing its ownership in Velocity to at least 15% of Velocity’s issued and outstanding common shares (the "Common Shares"). The Investment Agreement provides that for so long as DPM holds at least 9.99% or more of Velocity’s issued and outstanding Common Shares, DPM shall have a right to participate in future equity issuances in order to maintain its then pro rata percentage ownership interest. The Investment Agreement also provides that DPM is subject to certain voting and resale restrictions for a period of 12 months from the closing date of the Strategic Investment.
In connection with the Strategic Investment, Artemis Gold Inc. (“ARTG”) has the participation right (the “Participation Right”) to subscribe for that number of Common Shares that results in ARTG maintaining its pro rata ownership interest in the Company at the same price per Common Share as the Strategic Investment. Additionally, certain other investors may subscribe for Common Shares (the “Ancillary Subscriptions”) in connection with, and at the same price as, the Strategic Investment. ARTG is also entitled under the Participation Right to participate on any Common Shares issued pursuant to the Ancillary Subscriptions to maintain its pro rata ownership interest in the Company.
The net proceeds from the Strategic Investment, together with any proceeds from the exercise of the Participation Right and the Ancillary Subscriptions, will be used to advance the Company’s Rozino project and other exploration properties, and for general working capital purposes.
“We are pleased to welcome DPM as a strategic investor. DPM is an innovative and socially responsible, mid-tier precious metal company with two operating mines in Bulgaria,” stated Keith Henderson, President & CEO of Velocity. “DPM’s recently commissioned Ada Tepe open pit gold mine is located 40 km by road from our Rozino gold project, with which it shares many geological and technical similarities.”
David Rae, President and CEO of DPM stated, “We are pleased to be investing in further gold exploration in southeastern Bulgaria through our equity financing in Velocity.” Mr. Rae continued, “Given our strong presence and capabilities in the region, we believe that we are uniquely positioned to support Velocity as a strategic shareholder.”
The closing of the Strategic Investment is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange (the “TSXV”). All Common Shares issued in connection with the transactions contemplated in this news release will be subject to a hold period of four months and one day in Canada.
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.
About Velocity Minerals Ltd.
Velocity is a gold exploration and development company focused on southeastern Bulgaria. Velocity’s strategy is to develop a low cost centralized “Hub and Spoke” operation whereby multiple projects within this emerging gold district produce gold concentrates for trucking to a central processing plant for production of doré. The Company envisions staged open pit mining of satellite deposits and processing in a currently operating carbon-in-leach plant. Velocity has a 70% interest in the Tintyava prospecting licence, which includes the Rozino gold project, option agreements to earn a 70% interest in the Obichnik and Makedontsi gold projects, and an option agreement to earn a 100% interest in the Iglika project. Velocity’s management and board includes mining industry professionals with combined experience spanning Europe, Asia, and the Americas as employees of major mining companies as well as founders and senior executives of junior to mid-tier public companies. The team's experience includes all aspects of mineral exploration, resource definition, feasibility, finance, mine construction and mine operation as well as a track record in managing publicly listed companies.
About Dundee Precious Metals
Dundee Precious Metals Inc. is a Canadian based, international gold mining company engaged in the acquisition of mineral properties, exploration, development, mining and processing of precious metals. The Company's operating assets include the Chelopech operation, which produces a gold-copper concentrate containing gold, copper and silver and a pyrite concentrate containing gold, located east of Sofia, Bulgaria; the Ada Tepe operation, which produces a gold concentrate containing gold and silver, located in southern Bulgaria; and the Tsumeb smelter, a complex copper concentrate processing facility located in Namibia. DPM also holds interests in a number of developing gold and exploration properties located in Canada, Serbia and Ecuador, including its 9.4% interest in Sabina Gold & Silver Corp. and its 19.4% interest in INV Metals Inc.
On Behalf of the Board of Directors
President & CEO
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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 information” within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively “forward looking statements”). Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “forecast”, “expect”, “potential”, “project”, “target”, “schedule”, “budget” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions and includes the negatives thereof. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the Strategic Investment, the exercise of the Participation Right, the Ancillary Subscriptions and the expected use of proceeds therefrom, the Company’s anticipated exploration plans and the timing of future activities of the Company are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are based on a number of material factors and assumptions including, without limitation, that market fundamentals will result in sustained precious metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the Strategic Investment, the exercise of the Participation Right, the Ancillary Subscriptions and the future exploration and development of the Company's projects, the availability of financing on suitable terms for the exploration and development of the Company's projects and the Company's ability to comply with environmental, health and safety laws.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Such risks and other factors include, among others, actual exploration results, changes in project parameters as plans continue to be refined, results of future resource estimates, future metal prices, changes in the financial markets, availability of capital and financing on acceptable terms, risks relating to epidemics or pandemics such as COVID-19, including the impact of COVID-19 on the Company's business, financial condition and results of operations, general economic, market or business conditions, uninsured risks, changes of regulations or laws, defects in title, availability of personnel, materials and equipment on a timely basis, accidents or equipment breakdowns, delays in obtaining governmental and regulatory approvals (including the approval of the Strategic Investment, the exercise of the Participation Right and the Ancillary Subscriptions by the TSXV), unanticipated environmental impacts on operations and costs to remedy same, risks related to mining activities and joint venture operations, the integration of acquisitions and the mining industry generally, as well as those factors discussed under the heading "Risk Factors" in the Company's annual management's discussion and analysis and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company's profile on the SEDAR website at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to update any of the forward-looking information in this news release or incorporated by reference herein, except as otherwise required by law.