Velocity Provides Update on Sale of Bulgarian Assets

Velocity expects US$38.5 million from asset sale closing in December, pending final conditions.

What the company is saying

Velocity Minerals Ltd. announces that Türker Mining has formally elected to proceed to closing on the acquisition of the Tintyava Exploration Assets, including the Rozino gold project, under a definitive agreement dated February 24, 2025. The company highlights that closing is anticipated on or about December 14, 2026, subject to satisfaction or waiver of conditions precedent and receipt of the remaining funds. Velocity has already received US$16.5 million of the US$55.0 million total purchase price, with the remaining US$38.5 million to be paid to escrow and released at closing. The announcement specifies that Türker Mining’s October 15, 2026 notice does not exercise the separate US$4.0 million option for the Non-Tintyava Exploration Assets, which remains available. The company’s tone is factual and measured, emphasizing the staged nature of payments and the conditional status of closing. Keith Henderson, President & CEO, is the named executive communicating the update. The release references prior news for further transaction details but does not provide additional commentary or forward-looking assurances beyond the transaction structure.

What the data suggests

The disclosed figures confirm that US$16.5 million has already been received by Velocity Minerals, with a further US$38.5 million (70% of the total US$55.0 million purchase price) due at closing, which is expected in approximately eight weeks. The transaction is governed by a definitive agreement, and closing is contingent on Türker Mining depositing the Completion Payment into escrow and providing written confirmation, after which closing will occur five business days later. The structure includes an additional US$4.0 million option for Non-Tintyava Exploration Assets, which has not been exercised; if exercised, the total proceeds would rise to US$59.0 million. The announcement is specific about payment mechanics and timing, but makes clear that closing remains subject to conditions precedent, including regulatory and third-party approvals and the absence of legal prohibitions. No operational or broader financial performance data is provided outside this transaction. The evidence supports that the transaction is at an advanced stage but not yet completed, with the largest payment still outstanding and subject to execution risk.

Analysis

The announcement provides a factual update on the status of a significant asset sale, with clear disclosure of amounts already received (US$16.5 million) and the structure for the remaining payment (US$38.5 million) due at closing, anticipated in about two months. The tone is positive but proportionate, with no exaggerated claims about immediate benefits or guaranteed outcomes. While the closing is still subject to conditions precedent and funding, the receipt of written notice to proceed and the prior payment are concrete milestones. The forward-looking elements (final closing, receipt of remaining funds, and the optional additional asset sale) are clearly identified as contingent and not presented as certainties. The transaction is capital intensive, but the staged payment structure and escrow mechanism are transparently described. There is no narrative inflation or overstatement of realised progress.

Risk flags

• ●The largest portion of the transaction value, US$38.5 million, remains unpaid and is contingent on Türker Mining depositing funds into escrow and providing formal notice; any delay or failure in funding would postpone or jeopardize closing.
• ●Closing is subject to multiple conditions precedent, including regulatory and third-party approvals and the absence of legal prohibitions, any of which could delay or prevent completion.
• ●The additional US$4.0 million option for the Non-Tintyava Exploration Assets remains unexercised, so the maximum transaction value of US$59.0 million is not guaranteed and depends on future counterparty action.
• ●The announcement does not address the company’s financial position or contingency plans should the transaction fail to close, leaving uncertainty about Velocity’s liquidity or strategic alternatives if the deal stalls.

Bottom line

Velocity Minerals is on track to receive a substantial US$38.5 million payment at closing of its Tintyava asset sale to Türker Mining, with US$16.5 million already received and closing expected in mid-December 2026. The transaction is not yet finalized: closing depends on the counterparty funding the remaining amount and all conditions precedent being satisfied or waived. The company is transparent about the staged payment structure and the conditional status of both the main sale and the additional US$4.0 million option, which remains unexercised. Investors should focus on confirmation of escrow funding and closing as the next critical milestone, as the bulk of proceeds and value realization are still pending. The most important takeaway is that while the deal is advanced and well-defined, execution risk remains until funds are in escrow and closing is complete.

Announcement summary

(TSXV: VLC, OTCQB: VLCJF) Velocity Minerals Ltd. has provided an update on its previously announced transaction with Türker Global Madencilik Sanayi ve Ticaret A.Ş. (Türker Mining) regarding the sale of its interest in the Rozino gold project and associated Tintyava Exploration Assets, as well as the grant of an option to acquire certain other Bulgarian mineral property assets (Non-Tintyava Exploration Assets). The transaction is governed by a share purchase and option agreement dated February 24, 2025 (the Definitive Agreement). Velocity Minerals has received written notice from Türker Mining of its election to proceed to closing of the acquisition of the Tintyava Exploration Assets. Closing of the sale and purchase of the Tintyava Exploration Assets is anticipated to occur on or about December 14, 2026, subject to satisfaction or waiver of applicable conditions precedent and funding requirements. The total purchase price for the Tintyava Exploration Assets is US$55.0 million, of which US$16.5 million has already been received by Velocity Minerals. The remaining US$38.5 million (the Completion Payment) is to be paid to the escrow agent prior to closing and released to Velocity Minerals at closing in accordance with the Definitive Agreement. Closing will occur five business days after Türker Mining provides written notice confirming that the Completion Payment has been paid to and received by the escrow agent (the Funding Completion Notice), subject to other terms and conditions. Of the US$55.0 million purchase price, US$38.5 million (70%) will be received by Velocity at closing. Türker Mining also holds an option to acquire the Non-Tintyava Exploration Assets for an additional US$4.0 million, but its October 15, 2026 notice does not constitute exercise of this option, which remains exercisable under the Definitive Agreement. If exercised, the aggregate purchase price for both the Tintyava and Non-Tintyava Exploration Assets would be US$59.0 million. Further details about the transaction and its terms are available in Velocity Minerals' previous news releases dated October 1, November 29 and December 17, 2024, February 28, April 16 and June 9, 2025, and November 4, 2025, on SEDAR+. Keith Henderson is President & CEO of Velocity Minerals Ltd.

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