Redacted Copy

SHARE PURCHASE AND OPTION AGREEMENT

Between

Velocity Minerals Ltd.

And

Türker Global Madencilik Sanayi Ve Ticaret A.Ş.

Dated as of February 24, 2025

LC2293018-1

ARTICLE 1 INTERPRETATION

3
1.1 Definitions 3
1.2 Headings 18
1.3 Extended Meanings 18
1.4 Statutory References 18
1.5 Date for Any Action 18
1.6 Currency 18
1.7 Accounting Matters 19
1.8 Rules of Construction 19
1.9 Control 19
1.10 Schedules 19

ARTICLE 2 SALE AND PURCHASE; OPTION GRANT

20
2.1 Tintyava Exploration Assets 20
2.2 Tintyava Exploration Assets Purchase Price 21
2.3 Non-Tintyava Exploration Assets Purchase Option 21
2.4 Allocation of the Non-Tintyava Exploration Assets Purchase Price 21
2.5 Closing 22
2.6 Payment of the Deposit and the Tintyava Exploration Assets Purchase Price; Rozino Project Purchase Closing Deliverables 22
2.7 Payment of the Non-Tintyava Exploration Assets Purchase Price; Non-Tintyava Exploration Assets Purchase Closing Deliverables 23
2.8 Transaction Fee 23
2.9 Escrow 23

ARTICLE 3 INTERVENING PERIOD

23
3.1 [Redacted – commercially sensitive information] 23
3.2 [Redacted – commercially sensitive information] 23

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

24
4.1 Velocity Representations and Warranties 24
4.2 Velocity Representations and Warranties with Respect to the Tintyava Exploration Companies and the Tintyava Exploration Assets 24
4.3 Velocity Representations and Warranties with Respect to the Optioned Companies and the Non-Tintyava Exploration Assets 25
4.4 Purchaser Representations and Warranties 25
4.5 Disclosure Letter 25

ARTICLE 5 COVENANTS

26
5.1 Conduct of Tintyava Exploration 26
5.2 Conduct of Target Companies 27
5.3 Confidentiality 29
5.4 Public Announcements 30
5.5 Access to Target Companies Information 30
5.6 Cooperation with Respect to Filings and Consents 31
5.7 Tax Returns 31
5.8 Competition Matters 32
5.9 Pre-Closing Reorganization 33
5.10 Funding and Technical Services Agreement 33
5.11 Compliance with Privacy Laws 33
5.12 Velocity Marks 33
5.13 Termination of Affiliate Agreements 34
5.14 Resigning Directors and Officers 34

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5.15 Velocity Circular...34
5.16 Velocity Shareholder Approval and the Exchange Conditional Acceptance...35
5.17 Non-Solicitation...35
5.18 Access to Books and Records...36

ARTICLE 6 COVENANTS RELATING TO ACQUISITION PROPOSALS...36

6.1 Non-Solicitation...36
6.2 Notification of Acquisition Proposals...37
6.3 Responding to Acquisition Proposals and Superior Proposals...37

ARTICLE 7 CONDITIONS TO CLOSING...39

7.1 Mutual Conditions...39
7.2 Conditions for the Benefit of the Purchaser...40
7.3 Conditions for the Benefit of Velocity...41
7.4 Waiver of Conditions...41

ARTICLE 8 INDEMNIFICATION...41

8.1 Indemnification by Velocity...41
8.2 Indemnification by the Purchaser...42
8.3 Limitations...42
8.4 Third Party Indemnification...44
8.5 Direct Claim Procedures...45
8.6 Other Limitations...45
8.7 Assignment of Claims...47
8.8 Exclusive Remedy...47

ARTICLE 9 TERMINATION...47

9.1 Termination...47
9.2 Effect of Termination; Fees on Account of Termination...49

ARTICLE 10 GENERAL...53

10.1 Purchaser Acknowledgements...53
10.2 Costs and Expenses...53
10.3 Method of Payment and Set Off...53
10.4 Grossing-up...54
10.5 VAT...55
10.6 Assignment, Successors, etc...55
10.7 Time...56
10.8 Further Assurances...56
10.9 Entire Agreement...56
10.10 Severability...56
10.11 Amendments and Waivers...56
10.12 Notices...56
10.13 Remedies Cumulative...57
10.14 Third Party Beneficiaries...58
10.15 No Other Third Party Beneficiaries...58
10.16 No Personal Liability...58
10.17 Governing Law...58
10.18 Dispute Resolution...59
10.19 Counterparts...59
10.20 Electronic Execution...59

Schedule A Tintyava Exploration Assets
Schedule B Non-Tintyava Exploration Assets
Schedule C Velocity Deliverables

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Schedule D Purchaser Deliverables
Schedule E Velocity Representations and Warranties
Schedule F Velocity Representations and Warranties with respect to the Tintyava Exploration Companies and the Tintyava Exploration Assets
Schedule G Velocity Representations and Warranties with respect to the Optioned Companies and the Non-Tintyava Exploration Assets
Schedule H Purchaser Representations and Warranties
Schedule I Affiliate Agreements
Schedule J Required Governmental Approvals and Notifications
Schedule K Required Third Party Approvals and Notifications
Schedule L Marinov Kibela Share Transfer Agreement
Schedule M Gorubso Tintyava Exploration Share Sale Agreement
Schedule N Kibela Tintyava Exploration Share Sale Agreement
Schedule O Funding and Technical Services Agreement
Schedule P [Redacted – confidential information]

SHARE PURCHASE AND OPTION AGREEMENT

THIS SHARE PURCHASE AND OPTION AGREEMENT is made as of the 24th day of February, 2025,

BETWEEN:

Velocity Minerals Ltd., a company organized under the laws of the Province of British Columbia, Canada

(hereinafter referred to as "Velocity")

AND:

Türker Global Madencilik Sanayi Ve Ticaret A.S., a company organized under the laws of the Republic of Türkiye

(hereinafter referred to as the "Purchaser")

WHEREAS:

Rozino Project

A. Velocity holds an indirect 70% interest in the tenures and rights comprising the Rozino mine development project, located in Ivaylovgrad municipality, Bulgaria (the "Rozino Project"), together with certain other licences, licence applications and associated tenures and rights (collectively and excluding the Rozino Project, the "Ancillary Tintyava Exploration Assets"; together with the Rozino Project, the "Tintyava Exploration Assets"), as more particularly set forth in Schedule A, through a Bulgarian subsidiary, Kibela (as defined below), which in turn holds 70% of the issued and outstanding share capital of Tintyava Exploration AD, a joint stock company organized under the laws of the Republic of Bulgaria [Redacted – confidential information] ("Tintyava Exploration");

B. Gorubso-Kardzhali AD, a joint stock company organized under the laws of the Republic of Bulgaria [Redacted – confidential information] ("Gorubso"), is the beneficial and registered holder of [Redacted – confidential information] ordinary registered shares in the share capital of Tintyava Exploration (together with any other shares in the capital of Tintyava Exploration issued to Gorubso after the Effective Date and prior to Closing, the "Gorubso Tintyava Exploration Shares"), which represent the remaining 30% of the issued and outstanding share capital of Tintyava Exploration;

Tintyava Exploration

C. Tintyava Exploration is the beneficial and registered holder of [Redacted – confidential information] shares (the "Tintyava AgriBio Issued Shares") in the share capital of Tintyava AgriBio EOOD, a limited liability company organized under the laws of the Republic of Bulgaria [Redacted – confidential information] ("Tintyava AgriBio"), which represent 100% of the issued and outstanding share capital of Tintyava AgriBio;

D. Tintyava Exploration is the legal and beneficial owner of a 100% interest in and to the Rozino Project;

Non-Tintyava Exploration Assets

E. Velocity holds an indirect interest in certain other Bulgarian mineral property assets, licences, licence applications and associated tenures and rights, and options in respect of the foregoing

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(collectively, the "Non-Tintyava Exploration Assets), as more particularly set forth in Schedule B, through its Bulgarian subsidiaries, Tethyan Exploration EOOD, a limited liability company organized under the laws of the Republic of Bulgaria [Redacted – confidential information] ("Tethyan"), and Kibela Minerals AD, a joint stock company organized under the laws of the Republic of Bulgaria [Redacted – confidential information] ("Kibela");

Tethyan

F. Velocity is the beneficial and registered owner of [Redacted – confidential information] shares (together with any other shares in the capital of Tethyan issued to Velocity after the Effective Date and prior to Closing, the "Velocity Tethyan Shares") in the share capital of Tethyan, which represent 100% of the issued and outstanding share capital of Tethyan;

G. Tethyan is the beneficial and registered holder of (i) [Redacted – confidential information] shares (the "Balkan Issued Shares") in the share capital of Balkan Minerals Development EOOD, a limited liability company organized under the laws of the Republic of Bulgaria [Redacted – confidential information] ("Balkan"), which represent 100% of the issued and outstanding share capital of Balkan; and (ii) [Redacted – confidential information] shares (the "Zlatusha Issued Shares") in the share capital of Zlatusha Minerals EOOD, a limited liability company organized under the laws of the Republic of Bulgaria [Redacted – confidential information] ("Zlatusha"), which represent 100% of the issued and outstanding share capital of Zlatusha;

H. Tethyan holds an exclusive option to acquire a 100% interest in the Tran (Toledo) deposit;

I. Balkan is the registered holder of the Iglika prospecting licence;

J. Zlatusha holds an exclusive option to acquire a 75% interest in the Zlatusha prospecting licence;

Kibela

K. Velocity is the beneficial and registered owner of [Redacted – confidential information] ordinary registered shares (together with any other shares in the capital of Kibela issued to Velocity after the Effective Date and prior to Closing, the "Velocity Kibela Shares") in the share capital of Kibela, which represent 99.99% of the issued and outstanding share capital of Kibela. Daniel Marinov ("Marinov"), a director of Velocity, holds [Redacted – confidential information] ordinary registered shares of Kibela in trust for Velocity (the "Marinov Kibela Shares"; together with the Velocity Tethyan Shares and the Velocity Kibela Shares, the "Optioned Shares"), which represent the remaining 0.01% of the issued and outstanding share capital of Kibela;

L. Kibela is the beneficial and registered holder of (i) [Redacted – confidential information] shares (the "Kabiri Issued Shares") in the share capital of Kabiri Minerals EOOD, a limited liability company organized under the laws of the Republic of Bulgaria [Redacted – confidential information] ("Kabiri"), which represent 100% of the issued and outstanding share capital of Kabiri; and (ii) [Redacted – confidential information] ordinary registered shares (together with any other shares in the capital of Tintyava Exploration issued to Kibela after the Effective Date and prior to Closing, the "Kibela Tintyava Exploration Shares") in the share capital of Tintyava Exploration, which represent 70% of the issued and outstanding share capital of Tintyava Exploration;

M. Kibela has exercised an option to acquire a 70% interest in the Nadezhda investment proposal, which includes the Makedontsi gold deposit. Kibela has exercised an option to acquire a 70% interest in the Momchil investment proposal, which includes the Obichnik gold deposit;

LC2293018-1

Purchase and Sale; Grant of Option

N. Velocity desires to sell to the Purchaser its entire right, title and interest in and to the Tintyava Exploration Assets, which assets shall be sold and acquired by the Purchaser through a purchase of the Kibela Tintyava Exploration Shares (or, if the Non-Tintyava Exploration Assets Purchase Option is exercised, through a purchase of the Velocity Kibela Shares), and the Purchaser desires to acquire such right, title and interest, upon and subject to the terms and conditions set forth in this Agreement; and

O. Velocity desires to grant to the Purchaser the option to acquire its entire right, title and interest in and to the Non-Tintyava Exploration Assets, which Non-Tintyava Exploration Assets (if the Non-Tintyava Exploration Assets Purchase Option is exercised) shall be sold or caused to be sold by Velocity and acquired by the Purchaser through a purchase of (i) the Velocity Kibela Shares; (ii) the Velocity Tethyan Shares; and (iii) the Marinov Kibela Shares, and the Purchaser desires to receive such option, upon and subject to the terms and conditions set forth in this Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants and agreements herein contained (the receipt and sufficiency of which are hereby acknowledged) and subject to the terms and conditions hereinafter set forth, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

"Acquired Target Affiliate Agreement" has the meaning set forth in Section 5.13.

"Acquired Target Companies" means Tintyava Exploration and Tintyava AgriBio or, if the Purchaser exercises the Non-Tintyava Exploration Assets Purchase Option, Tintyava Exploration, Tintyava AgriBio, Tethyan, Balkan, Zlatusha, Kibela and Kabiri (as applicable), and each, an "Acquired Target Company".

"Acquisition Proposal" means any written inquiry, offer or proposal from any Person or joint actors (other than the Purchaser) relating to: (i) any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of Velocity or any Target Company; (ii) any sale of material assets (or any lease, long-term supply arrangement, licence or other arrangement having the same economic effect as a sale) of Velocity or any Target Company representing 20% or more of the book value of the assets of Velocity and the Target Companies taken as a whole; (iii) any sale, acquisition or issuance of 20% or more of the issued and outstanding Velocity Shares or other equity interests (or rights, interests or securities convertible into or exercisable for such shares or other equity interests) in Velocity or any Target Company; (iv) any similar transaction or series of transactions involving Velocity or any Target Company; (v) any other transaction (or series of transactions) the consummation of which would reasonably be expected to impede, interfere with, restrict, prevent or materially delay any of the transactions contemplated by this Agreement; or (vi) any public announcement of an intention to do any of the foregoing.

"Affiliate" means, with respect to any Person, any other Person that has Control or is Controlled by or is under common Control with the relevant Person.

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"Affiliate Agreements" means the contracts and agreements between a Target Company, on the one hand, and Velocity or any of its Affiliates (other than the Target Companies), on the other hand, as set forth in Schedule I.

"Agreement" means this share purchase and option agreement and all attached Schedules, in each case as the same may be supplemented, amended, restated or replaced from time to time in accordance with its provisions.

"Ancillary Tintyava Exploration Assets" has the meaning set forth in Recital A.

"Anti-Corruption Laws" means:

(a) the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions;
(b) the Foreign Corrupt Practices Act of 1977 (United States);
(c) the Bribery Act 2010 (UK);
(d) the Corruption of Foreign Public Officials Act (Canada);
(e) the Act on Counteracting Corruption and on Seizure of Unlawfully Acquired Assets (Republic of Bulgaria); and
(f) any other Applicable Law which:

(i) prohibits the conferring of any gift, payment or other benefit on any Person or any officer, employee, agent or adviser of such Person; and/or
(ii) is broadly equivalent to (b), (c), (d) or (e) or was intended to enact the provisions of the OECD Convention described in (a) or which has as its objective the prevention of corruption,

in each case, that is binding upon or applicable to such Person.

"Anti-Tax Evasion Law" means any Law that prohibits or sanctions (i) any Tax Evasion Offence; or (ii) any Tax Evasion Facilitation Offence.

"Applicable Law" or "Law" means, with respect to any Person (i) any domestic, foreign, federal, provincial, state or local law, rule or regulation, including any statute, subordinate legislation, treaty or common law; and (ii) any rule, standard, requirement, policy, order, judgment, injunction, award or decree of a Governmental Authority, in each case, that is binding upon or applicable to such Person.

"Balance Sheet Date" means December 31, 2021.

"Balkan" has the meaning set forth in Recital G.

"Balkan Issued Shares" has the meaning set forth in Recital G.

"Bulgarian Accounting Standards" means the set of accounting principles, rules, and guidelines established by the Bulgarian authorities that govern the preparation and presentation of financial statements in Bulgaria, as amended from time to time (also known as the Bulgarian National Accounting Standards).

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"Bulgaria Competition and FDI Laws" means Law on Protection of Competition Act (Republic of Bulgaria) and the Law on Promotion of Investments (in particular Chapter VI thereof and including the implementing secondary legislation relating thereto).

"Business" means the exploration and development and operation of precious metals and copper projects in Bulgaria and related operational activities as conducted by the Target Companies as of the Effective Date.

"Business Day" means a day other than a Saturday, Sunday or a day when the principal commercial banks in Vancouver, British Columbia, Ankara, Türkiye, Sofia, Bulgaria or London, England are not generally open for business.

"Cash Balances" means cash in hand or credited to any account with a financial, lending or similar institution and cash equivalents, as defined by applicable accounting standards, excluding any cash balances included in the calculation of the Working Capital and excluding any Trapped Cash.

"Claim" means any actual or threatened civil, criminal, administrative, regulatory, arbitral or investigative inquiry, action, suit, investigation or proceeding.

"Closing" has the meaning set forth in Section 2.5.

"Closing Date" has the meaning set forth in Section 2.5.

"Closing Time" means 10:00 a.m. (Sofia time) on the Closing Date.

"Competition Laws" means applicable statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to prohibit, restrict or regulate actions having the effect of monopolization, lessening of competition or restraint of trade, including the Bulgaria Competition and FDI Laws and the Türkiye Competition Law.

"Completion Payment" means an amount equal to $38,500,000, which amount includes the Gorubso Purchase Price to be paid by Velocity to Gorubso at Closing in respect of the purchase by the Purchaser of the Gorubso Tintyava Exploration Shares, as may be adjusted pursuant to Section 4.5(d).

"Confidential Information" has the meaning set forth in Section 5.3.

"Data Room Information" means all the information made available as of November 15, 2024 in (i) the online data room operated by Velocity in connection with the transactions contemplated by this Agreement; and (ii) Velocity's responses to the Purchaser's due diligence enquires, which information is contained on discs or other electronic storage medium delivered to the Purchaser and countersigned by the Purchaser on the date that is one Business Day prior to the Effective Date.

"Defence Notice" has the meaning set forth in Section 8.4.

"Deposit" means an amount equal to $16,500,000, comprised of an amount equal to $1,000,000 plus the Deposit Top-Up Amount.

"Deposit Date" means the date that is 10 Business Days after the last to occur of the following: (i) Velocity providing notice to the Purchaser confirming the Velocity Shareholder Approval and attaching a certified copy of the applicable extracts of the minutes of the Velocity Meeting evidencing the passing of the Transaction Resolution; and (ii) Velocity providing notice to the Purchaser confirming the receipt of and

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attaching a copy of the Exchange Conditional Acceptance, or such other date as may be agreed to in writing between Velocity and the Purchaser.

"Deposit Time" means 8:00 a.m. (Vancouver time) on the Deposit Date.

"Deposit Top-Up Amount" means an amount equal to $15,500,000.

"Disclosing Party" has the meaning set forth in Section 5.3.

"Disclosure Information" means:

(a) the Velocity Disclosure Letter;
(b) [Redacted – confidential information], as set forth in Schedule P; and
(c) all information that would be apparent from online searches conducted against the name or Unique Identification Code of the relevant Target Company two Business Days before the Effective Date, by or on behalf of the Purchaser in the Commercial Register and Register of Non-profit Legal Entities administered by the Bulgarian Registry Agency, the real estate register administered by the Bulgarian Registry Agency, the insolvency and stabilization proceedings database maintained by the Ministry of Justice of the Republic of Bulgaria, the Central Pledges Registry administered by the Bulgarian Registry Agency, provided that such registers are publicly accessible.

[Redacted – commercially sensitive information].

"Early Closing Credit" means an amount equal to $1,500,000.

"Effective Date" means the date of this Agreement.

[Redacted – commercially sensitive information].

"Encumbrance" means any claim, charge, mortgage, lien, equitable interest, conditional sale agreement, pledge, hypothecation, retention of title agreement, security interest, royalty, easement, option, right of preemption, right of first refusal, preferential or other similar third party right or security interest of any kind or an agreement to create any of the foregoing or other encumbrance.

"Environmental Law" means any Applicable Law imposing liability or standards of conduct for or relating to the regulation of activities, Hazardous Substances or other wastes in connection with or for the protection of human health, safety, the environment or natural resources, including Applicable Laws of Bulgaria relating to environmental matters.

"Environmental Permits" means, collectively, all Permits, variances, remediation orders and authorizations of or any registration with, any Government Authority pursuant to any Environmental Law.

"Escrow Agent" means [Redacted – confidential information], or such successor escrow agent as may be appointed by the mutual agreement of Velocity and the Purchaser.

"Escrow Agreement" means an escrow agreement among the Escrow Agent, the Purchaser and Velocity, as same may be amended or restated from time to time.

"Escrow Period" means that period commencing on the Effective Date and ending on the earlier of (i) the Termination Date, and (ii) the Closing Time.

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"Escrowed Share Certificates" has the meaning set forth in Section Error! Reference source not found..

"Exchange" means the TSX Venture Exchange.

"Exchange Conditional Acceptance" means conditional acceptance for filing issued by the Exchange with respect to the sale by Velocity of the Tintyava Exploration Assets to the Purchaser and the grant by Velocity of the Non-Tintyava Exploration Assets Purchase Option to the Purchaser.

"Exploration Expense Reimbursement" has the meaning set forth in Section 9.2(h)(iv).

"Extraordinary Velocity Closing Failure Termination Event" has the meaning set forth in Section 9.2(h).

"Fairly Disclosed" means disclosed in sufficient detail so as to enable a prospective purchaser (acting with the degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from an experienced person acting in good faith) to make a reasonable assessment of the impact or potential impact of the matter in question.

"Fundamental Purchaser Representations" means the representations and warranties of the Purchaser set forth in Sections (1) to (4) of Schedule H.

"Fundamental Velocity Representations" means the representations and warranties of Velocity set forth in Sections (1) to (4) only of Schedule E, Sections (1), (3), (4), (6), (8), (23) and (28) only of Schedule F and Sections (1), (3), (4), (6), (7), (18) and (23) only of Schedule G.

"Funding Completion Notice" has the meaning set forth in Section 2.5.

"Funding and Technical Services Agreement" means a funding and technical services agreement dated the Deposit Date, in the form attached as Schedule O.

"General Closing Failure Termination Event" has the meaning set forth in Section 9.2(g).

"Gorubso" has the meaning set forth in Recital B.

"Gorubso Purchase Price" has the meaning set forth in Section 2.1(a)(ii).

"Gorubso Tintyava Exploration Shares" has the meaning set forth in Recital B.

"Gorubso Tintyava Exploration Share Sale Agreement" means a share purchase and sale agreement dated the Effective Date among Velocity, Gorubso and the Purchaser, pursuant to which at the Closing Time Gorubso shall transfer and assign to the Purchaser all of its right, title and interest in and to the Gorubso Tintyava Exploration Shares, in substantially the form attached as Schedule M.

"Governmental Authority" means any domestic, foreign, federal, provincial, state or local legislative, executive, judicial, regulatory, arbitral or administrative body having jurisdiction in the relevant circumstances, including, any department, commission, board, agency, bureau, subdivision or instrumentality thereof.

"Hazardous Substance" means any substance, material or chemical (whether in the form of a solid, liquid, gas or vapour alone or in combination with any other substance) that is prohibited, controlled or regulated by any Governmental Authority pursuant to Environmental Laws, including controlled, special, hazardous, toxic or dangerous substances or materials and wastes or pollutants, contaminants, dangerous goods or

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substances (including solid non-hazardous wastes and subject wastes), all as defined in or pursuant to any Environmental Law.

"ICC" has the meaning set forth in Section 10.18.

"IFRS" means the International Financial Reporting Standards and related Interpretations issued or adopted by the International Accounting Standards Board as adopted by the European Commission in accordance with EU Regulation 1606/2002 as it applies in the European Union.

"Indebtedness" means all (i) obligations for borrowed money or advances; (ii) obligations evidenced by notes, bonds, debentures or other instruments; (iii) obligations for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business); and (iv) outstanding prepayment premiums, if any, and accrued interest, fees and expenses related to any of the items set forth in clauses (i), (ii) or (iii), but, in each case, excluding any liabilities or obligations included in the calculation of the Working Capital.

"Indemnified Party" has the meaning set forth in Section 8.4.

"Indemnifying Party" has the meaning set forth in Section 8.4.

"Intellectual Property" means, without limitation, trademarks, service marks, trade names, domain names, get-up, logos, patents, inventions, registered and unregistered design rights, copyrights, semi-conductor topography rights, database rights and all other similar rights which may subsist in any part of the world now or in the future (including know-how) including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations.

"Intervening Period" means that period commencing on the Deposit Date and ending on the earlier of (i) the Termination Date and (ii) the Closing Time.

"Kabiri" has the meaning set forth in Recital L.

"Kabiri Issued Shares" has the meaning set forth in Recital L.

"Kibela" has the meaning set forth in Recital E.

"Kibela Tintyava Exploration Shares" has the meaning set forth in Recital L.

"Kibela Tintyava Exploration Share Sale Agreement" means a share transfer agreement dated the Closing Date between Kibela and the Purchaser, pursuant to which at the Closing Time (unless the Non-Tintyava Exploration Assets Purchase Option is exercised) Kibela shall sell and transfer to the Purchaser all of its right, title and interest in and to the Kibela Tintyava Exploration Shares, in substantially the form attached as Schedule N.

"knowledge of Velocity" or any similar term or expression means the actual knowledge of Keith Henderson, Dani Palahanova or Daniel Marinov, without personal liability after having made reasonable inquiry.

"Letter Agreement" means a letter agreement dated October 1, 2024, between Velocity and Türkerler İnşaat Turizm Madencilik Enerji Üretim Ticaret ve Sanayi A.Ş. [Redacted – commercially sensitive information].

"Losses" means all damages, fines, penalties, losses, liabilities (whether accrued, actual, contingent, latent or otherwise), costs, fees and expenses (including reasonable fees and expenses of counsel).

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[Redacted – commercially sensitive information].

"Marinov" has the meaning set forth in Recital K.

"Marinov Kibela Shares" has the meaning set forth in Recital K.

"Marinov Kibela Share Transfer Agreement" means a share transfer agreement dated the Closing Date between Marinov and the Purchaser, pursuant to which at the Closing Time Marinov shall assign and transfer to the Purchaser all of his right, title and interest in and to the Marinov Kibela Shares, in substantially the form attached as Schedule L.

"Match Period" has the meaning set forth in Section 6.3(b)(v).

"Material Adverse Change" or "Material Adverse Effect" means, in respect of a Party any change, effect, event or occurrence that, individually or taken together with any other change, effect, event or occurrence, has or could reasonably be expected to have a material and adverse effect on the business, operations, results of operations, assets, properties, capitalization, financial condition, rights, liabilities or obligations (whether absolute, accrued, conditional or otherwise) of such Party and its Subsidiaries, considered as whole, other than any change, effect, event or occurrence relating to or resulting from:

(a) general economic, business, regulatory, political, financial, capital, securities or credit market conditions in Canada, Türkiye or Bulgaria;
(b) changes adversely affecting the gold, silver and copper mineral exploration and mining industries;
(c) changes in Bulgarian or global financial markets, foreign currency markets or political conditions;
(d) changes in the market price of gold, silver, copper or other metals;
(e) acts or war, terrorism, armed hostilities or civil unrest;
(f) any natural or manmade disasters or calamities, epidemics or pandemics;
(g) changes in Applicable Law, IFRS, Bulgarian Accounting Standards or other generally accepted accounting principles;
(h) the execution, announcement or performance of this Agreement or the transactions contemplated hereby (including any reduction in revenue, any disruption in counterparty relationships or any loss of employees);
(i) any failure to meet or exceed financial, operating or production forecasts, projections or budgets (it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred);
(j) the Target Companies' failure to obtain an affirmative environmental impact assessment or feasibility study;
(k) the execution, announcement or performance of this Agreement or the transactions contemplated hereby;

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(l) any changes or effects arising from matters permitted or contemplated by this Agreement or consented to or approved in writing by the other Party;

(m) any acts of the other Party or its Affiliates; or

(n) any matters disclosed in the Velocity Disclosure Letter prior to the Effective Date,

provided, however, (i) if any change, effect, event or occurrence in clauses (a) through and including (n) above has a materially disproportionate effect on such Person and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which such Person or any of its Subsidiaries operate, such effect may be taken into account in determining whether a "Material Adverse Change" or "Material Adverse Effect" has occurred; and (ii) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a "Material Adverse Change" or a "Material Adverse Effect" has occurred.

"Material Agreement" means any agreement, contract, instrument or arrangement (whether written or oral):

(a) under which any Target Company is entitled to receive, or is actually or contingently obligated to make, annual payments in excess of [Redacted – commercially sensitive information];

(a) which contains any non-competition obligations or otherwise restricts in any material way the business of any Target Company or that includes any exclusive dealing arrangement or that grants any right of first refusal or right of first offer;

(b) which is a lease for real property;

(c) which is a partnership agreement, limited liability company agreement, joint venture or similar agreement, or which otherwise involves shareholder or ownership rights;

(d) relating to the acquisition or disposition of any business or any interest therein (whether by merger, sale of shares or other ownership interests, sale of assets or otherwise);

(e) relating to any agreement, option or commitment to (i) acquire any securities of any Person; (ii) acquire or lease real property; (iii) acquire or lease other assets (including, for the avoidance of doubt, personal property) which would reasonably be expected to be material to the conduct of the Business in the ordinary course consistent with past practice or would require annual payments by any Target Company in excess of [Redacted – commercially sensitive information]; or (iv) sell, dispose or otherwise transfer any assets with a book value in excess of [Redacted – commercially sensitive information] individually or [Redacted – commercially sensitive information] in the aggregate;

(f) relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset);

(g) relating to the guarantee of any payment obligations of any other Person in excess of [Redacted – commercially sensitive information];

(h) in respect of the grant or licence of Mining and Exploration Rights;

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(i) relating to any interest rate, currency, equity or commodity swap, hedge, derivative, forward sale or off-take arrangement; or
(j) which, if terminated, would have a Tintyava Exploration Material Adverse Effect.

"Mining and Exploration Rights" means, in respect of a Person, the mineral title and rights of exploration, development and exploitation, whether under Law, contract or otherwise held by such Person, including all mining licences, concessions, exploration licences, exploitation licences, investment proposals, prospecting licences and mining leases and applications for the foregoing.

"Non-Tintyava Exploration Assets" has the meaning set forth in Recital E.

"Non-Tintyava Exploration Assets Purchase Option" has the meaning set forth in Section 2.3(a).

"Non-Tintyava Exploration Assets Purchase Price" has the meaning set forth in Section 2.3(a).

"Notice of Option Exercise" has the meaning set forth in Section 2.3(b).

"Option Period" has the meaning set forth in Section 2.3(a).

"Optioned Companies" means, collectively, Tethyan, Balkan, Zlatusha, Kabiri and Kibela, and each, an "Optioned Company".

"Optioned Companies Financial Statements" means the financial statements of the Optioned Companies contained within the Data Room Information.

"Optioned Shares" has the meaning set forth in Recital K.

"Outside Date" means 18 months plus one Business Day from the Deposit Date, or such other date as Velocity and the Purchaser may agree to in writing.

"Permits" means all permits, consents, waivers, licences, certificates, approvals and authorizations issued or granted by any Governmental Authority.

"Permitted Encumbrances" means:

(a) Encumbrances disclosed in the Velocity Disclosure Letter;
(b) Encumbrances imposed by a Governmental Authority after the Effective Date in relation to such Tax matters as are disclosed in the Velocity Disclosure Letter or preliminary Encumbrances imposed by a Governmental Authority to secure tax inspections initiated after the Effective Date;
(c) arrangements (including performance guarantees and guarantees related to the Mining and Exploration Rights) to secure a Target Company's performance of its obligations under bids, tenders, Applicable Law, and of other obligations of a Target Company of a like nature (other than for borrowed money), in each case required in the ordinary course of business of the Target Companies and provided that they are not due to faulty actions of the Sellers or the Target Companies;
(d) an unrelated independent third party professional's (including mechanic's, builder's, carrier's, worker's, repairer's, storer's or similar) liens, charges, privileges or right of retention arising by operation of law over movables of the Target Companies, to the extent

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such movables are held by that professional in the performance of a contract with the relevant Target Company, provided that such liens, charges privileges and retention rights, individually or in the aggregate, are (i) not due to faulty actions of the Sellers or the Target Companies, (ii) not material, and (iii) have arisen or been incurred in the ordinary course of business of the Target Companies;

(e) servitudes, easements, restrictions, rights of way and other similar rights in real property that a Target Company may acquire after the Effective Date or minor restrictions in the Mining and Exploration Rights, or any interest therein, in each case arising by operation of law, provided that they are not delinquent and do not impact the Business or otherwise materially impair the value of the Tintyava Exploration Assets or the Non-Tintyava Exploration Assets;

(f) liens or Encumbrances of any nature whatsoever that a Governmental Authority is, by operation of law, entitled to impose on the assets or properties of the Target Companies or the Mining and Exploration Rights, provided that they are not due to faulty actions of the Sellers or the Target Companies and do not impact the Business or otherwise materially impair the value of the Tintyava Exploration Assets or the Non-Tintyava Exploration Assets; and

(g) such reservations, limitations and exceptions as may arise by operation of law or by operation of prospecting and exploration contracts or by operation of concession contracts in any original grants after the Effective Date from any Governmental Authority of any real property (or interest therein), and statutory exceptions to title thereto, or the applicable Mining and Exploration Rights, provided that they are not due to faulty actions of the Sellers or the Target Companies and do not materially detract from the value of the assets or properties of the Target Companies or materially impair the operation or enjoyment of the assets or properties of the Target Companies or the applicable Mining and Exploration Rights.

"Person" means an individual, corporation, partnership, unlimited limited liability company, association, trust or other entity, body corporate or organization, including any Governmental Authority.

"Personal Information" means information about an identifiable individual deemed as such pursuant to any Privacy Laws that is collected, used, disclosed or retained by a Target Company.

"Potential Contributor" has the meaning set forth in Section 8.7.

"Pre-Closing Reorganization Actions" has the meaning set forth in Section 5.9.

"Pre-Closing Tax Documents" has the meaning set forth in Section 5.7(a).

"Pre-Closing Tax Periods" has the meaning set forth in Section 5.7(a).

"Privacy Laws" means all Applicable Laws governing the collection, use, storage, transfer, disclosure, and retention of Personal Information.

"Purchaser" has the meaning set forth in the preamble hereto.

"Purchaser Closing Failure Termination Event" has the meaning set forth in Section 9.2(e).

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"Purchaser Closing Failure Termination Payment" means an amount equal to [Redacted – commercially sensitive information] prior to the Deposit Date and after the Deposit Date an amount equal to [Redacted – commercially sensitive information].

"Purchaser Indemnified Party" has the meaning set forth in Section 8.1.

"Purchaser Third Party Beneficiaries" has the meaning set forth in Section 10.14(a).

"Receiving Party" has the meaning set forth in Section 5.3.

"Relief" includes any right to repayment of Taxation from a Tax Authority and includes any relief, loss, allowance, exemption, set-off or credit in respect of Taxation and any deduction in computing or against Taxation or profits for Taxation purposes.

"Representatives" means, with respect to a Person, such Person's officers, directors, agents, professional advisors, counsel and other authorized representatives.

"Required Competition Approvals and Notifications" means any mandatory clearances, approvals or notifications under the Competition Laws required prior to or after the execution of this Agreement in order for the Parties to consummate the transactions contemplated by this Agreement, and "Required Competition Approval and Notification" means any one of them.

"Required Governmental Approvals and Notifications" means (i) the Required Competition Approvals and Notifications; and (ii) any other mandatory clearances, notices, consents, waivers, approvals and authorizations from, or notifications to, Governmental Authorities required prior to or after the execution of this Agreement in order for the Parties to consummate the transactions contemplated by this Agreement, including such Required Governmental Approvals and Notifications set forth in Schedule J, and "Required Governmental Approval and Notification" means any one of them.

"Required Third Party Approvals and Notifications" means the consents, waivers, approvals and authorizations from, or notifications to, third parties set forth in Schedule K.

"Resigning Directors and Officers" means those directors and officers of the Target Companies designated in writing by Velocity (in consultation with the Purchaser) not less than five Business Days prior to the Closing Date.

"Rozino Project" has the meaning set forth in Recital A.

"Sanctions" means the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), and the Export and Import Permits Act (Canada)), the United States of America (including any such sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control or the U.S. Department of State or Commerce), the European Union, His Majesty's Treasury, or any other applicable Governmental Entity or other sanctions authority.

"Securities Act" means the Securities Act (British Columbia) and the rules, regulations and published policies thereunder.

"Securities Laws" means the Securities Act and all other applicable provincial securities Laws and the rules, regulations and published policies thereunder and the rules, policies and regulations of the Exchange.

"Sellers" means, collectively, Velocity, Marinov and Gorubso, and each, a "Seller".

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"Seller Third Party Beneficiaries" has the meaning set forth in Section 10.14(b).

"Shareholder Approval Failure Termination Event" has the meaning set forth in Section 9.2(j).

"Shareholder Approval Failure Termination Payment" means an amount equal to [Redacted – commercially sensitive information].

"Straddle Period" means any taxable period which begins before the Closing Date and ends after the Closing Date.

"Straddle Period Tax Documents" has the meaning set forth in Section 5.7(c).

"Subject Assets" means all the Tintyava Exploration Assets and the Non-Tintyava Exploration Assets.

"Subsidiary" means, with respect to any Person, an entity which is Controlled by such Person.

"Superior Proposal" means an unsolicited bona fide Acquisition Proposal that:

(a) is made in writing and complies with all Applicable Laws;

(b) is made for all or substantially all of the assets of Velocity or the Velocity Shares not owned by the Person making such Acquisition Proposal and offers or makes available to all the Velocity Shareholders the same consideration in form and amount per Velocity Share to be purchased or otherwise acquired;

(c) is not subject to a financing condition and for which financing is then committed, and such financing commitment has been reviewed to the satisfaction of the Velocity Board;

(d) is not subject to a due diligence condition or access condition;

(e) in the good faith determination of the Velocity Board (i) the failure to cause the Velocity Board to accept such Acquisition Proposal would be a breach of the Velocity Board's fiduciary duties; and (ii) would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction that is more favourable from a financial point of view to the Velocity Shareholders than the transactions contemplated by this Agreement including any amendment or alternative proposed by the Purchaser pursuant to Section 6.3(c); and

(f) is reasonably capable of being completed in accordance with its terms and conditions without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal.

"Superior Proposal Notice" has the meaning set forth in Section 6.3(b)(iv).

"Superior Proposal Termination Payment" means an amount equal to [Redacted – commercially sensitive information].

"Superior Proposal Termination Payment Event" has the meaning set forth in Section 9.2(i).

"Target Companies" means, collectively, Tethyan, Balkan, Zlatusha, Kibela, Kabiri, Tintyava Exploration and Tintyava AgriBio and each, a "Target Company".

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"Tax Authority" means any domestic, foreign, federal, provincial, state or local government, agency or authority that is entitled to impose Taxes or to administer any Tax Law.

"Tax Evasion Facilitation Offence" means where a Person commits an offence under the Law of any country consisting of:

(a) being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of a tax by another Person who has committed a Tax Evasion Offence facilitated by that conduct;

(b) aiding, abetting, counselling or procuring the commission of a Tax Evasion Offence; or

(c) being involved in the commission of an offence consisting of being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of a Taxes.

"Tax Evasion Offence" means conduct which:

(a) amounts to an offence under the Tax Law of any country;

(b) relates to a breach of a duty relating to a Taxes imposed under the law of that country; and

(c) would be regarded by the courts of the Republic of Bulgaria as amounting to being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of that Taxes.

"Tax Law" means any Applicable Law relating to Taxes or taxation.

"Tax Losses" means all damages, fines, penalties, losses, liabilities (whether accrued, actual, contingent, latent or otherwise and including any such losses and liabilities that would have been suffered if Tax would have been payable but was not because of the use of a Relief), costs, fees and expenses (including reasonable fees and expenses of counsel).

"Tax Period" means, in respect of each Acquired Target Company, any period in respect of which Taxation is assessed or charged on that Acquired Target Company.

"Tax Proceeding" means any Claim, demand, prosecution, proceeding, assessment (including self-assessment), reassessment or appeal relating to Taxes.

"Tax Returns" means all returns, reports, declarations, statements, bills, schedules, forms, filings, elections and claims in respect of Taxes that are, or are required to be, filed with any Tax Authority.

"Taxes" or "Taxation" means all federal, state, territorial, county, municipal, local or foreign taxes, duties, imposts, levies, assessments, tariffs and other charges imposed, assessed or collected by a Tax Authority, including (i) in respect of any gross income, net income, gross receipts, net worth, business, royalty, capital, capital gains, goods and services, value added, production, stamp, gift, franchise, premium, capital stock, sales and use, real property, land transfer, environmental, personal property, ad valorem, transfer, licence, profits, windfall profits, withholding, payroll, employment, health, education, social security premiums, government pension plan premiums and contributions, workers' compensation premiums, customs, excise, school, local improvement, utility, profit sharing or premium tax; and (ii) any fine, penalty, interest, or addition to tax applicable on items noted in this definition.

[Redacted – commercially sensitive information].

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"Termination Date" means the effective date of the termination of this Agreement pursuant to Section 9.1(a).

"Tethyan" has the meaning set forth in Recital E.

[Redacted – commercially sensitive information].

"Third Party Beneficiary" has the meaning set forth in Section 10.15.

"Third Party Proceeding" means a Claim made against any Person entitled to indemnification under this Agreement by any Person who is not a party to this Agreement.

"Tintyava AgriBio" has the meaning set forth in Recital C.

"Tintyava AgriBio Issued Shares" has the meaning set forth in Recital C.

"Tintyava Exploration" has the meaning set forth in Recital A.

"Tintyava Exploration Assets" has the meaning set forth in Recital A.

"Tintyava Exploration Assets Purchase Price" has the meaning set forth in Section 2.2.

"Tintyava Exploration Companies" means, collectively, Tintyava Exploration and Tintyava AgriBio and each, a "Tintyava Exploration Company".

[Redacted – confidential information].

"Tintyava Exploration Environmental Representations" means the representations and warranties of Velocity set forth in Sections (50) to (54) of Schedule F.

"Tintyava Exploration Financial Statements" means the financial statements of Tintyava Exploration contained within the Data Room Information.

"Tintyava Exploration JV" means a joint venture between Kibela and Gorubso in respect of the Rozino Project.

"Tintyava Exploration Material Adverse Change" means a Material Adverse Change in respect of Tintyava Exploration or any event that materially and adversely impacts the status of the investment proposal for the Rozino Project as same existed as at the Effective Date.

"Tintyava Exploration Shareholders' Agreement" means a shareholders' agreement dated February 1, 2019 between Gorubso and Kibela for the management and operation of Tintyava Exploration JV.

"Tintyava Exploration Tax Representations" means the representations and warranties of Velocity set forth in Sections (61) to (72) of Schedule F.

"Transaction Documents" means this Agreement, the Funding and Technical Services Agreement, the Escrow Agreement and any other agreement or document to be delivered under or pursuant to this Agreement.

"Transaction Fee" has the meaning set forth in Section 2.8.

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"Transaction Fee Refund" means an amount equal to [Redacted – commercially sensitive information].

"Transaction Resolution" means the special resolution to be passed by the shareholders of Velocity approving the sale of Velocity's interest in the Tintyava Exploration Assets, and the grant of the Non-Tintyava Exploration Assets Purchase Option, to the Purchaser subject to the terms and conditions of this Agreement.

"Trapped Cash" means Cash Balances held by or on behalf of the relevant Acquired Target Company which may not be lawfully dividend, distributed or lent by that Acquired Target Company to the Purchaser.

"Türkiye Competition Law" means the Law on Protection of Competition (Republic of Türkiye).

"VAT" means within the European Union such Taxation as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EC and outside the European Union any similar Taxation levied by reference to added value or sales.

"Velocity" has the meaning set forth in the preamble hereto.

"Velocity Board" means the board of directors of Velocity, as constituted from time to time.

"Velocity Circular" means a notice of the Velocity Meeting and accompanying information circular, including all schedules, appendices and exhibits thereto, to be sent to the shareholders of Velocity in connection with the Velocity Meeting, as amended, supplemented or otherwise modified.

"Velocity Closing Failure Termination Event" has the meaning set forth in Section 9.2(f).

"Velocity Disclosure Letter" means the disclosure letter, dated as of the Effective Date, delivered by Velocity simultaneously with the execution and delivery of this Agreement (as may be revised or amended from time to time in accordance with Section 4.5(c)).

"Velocity Indemnified Party" has the meaning set forth in Section 8.2.

"Velocity Kibela Shares" has the meaning set forth in Recital K.

"Velocity Marks" has the meaning set forth in Section 5.12(a).

"Velocity Meeting" means the special meeting of the Velocity Shareholders, including any adjournment or postponement thereof, to be called for the purpose of obtaining the Velocity Shareholder Approval.

"Velocity Shareholder Approval" means the approval of the Transaction Resolution at the Velocity Meeting by holders of a two-thirds majority of the Velocity Shares voted on the Transaction Resolution, in accordance with all requirements under Applicable Law, the rules, policies and regulations of the Exchange and any other provisions of the organizational documents or articles of Velocity.

"Velocity Shareholders" means the holders of the Velocity Shares.

"Velocity Shares" means the common shares without par value in the capital of Velocity.

"Velocity Tethyan Shares" has the meaning set forth in Recital F.

"Working Capital" means the consolidated current assets of the relevant Acquired Target Companies less the consolidated current liabilities of the relevant Acquired Target Companies (other than the Indebtedness

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of the relevant Acquired Target Companies), all calculated in accordance with IFRS and the relevant Acquired Target Companies' past accounting policies and methods in each case, immediately before midnight (local time) on the Closing Date.

"Zlatusha" has the meaning set forth in Recital G.

"Zlatusha Issued Shares" has the meaning set forth in Recital G.

1.2 Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section, Schedule or other portion thereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Recitals, Articles, Sections and Schedules are to Recitals, Articles and Sections of and Schedules to this Agreement.

1.3 Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing Persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term "including" means "including without limitation" and the term "third party" means any Person other than the parties to this Agreement. References to "writing", "written" and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. Velocity and the Purchaser are herein collectively referred to as the "Parties", and each a "Party".

1.4 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

1.5 Date for Any Action

Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day. If the date on which any action is required to be taken hereunder by a Party is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.6 Currency

Except as otherwise specified herein, all references to "$" or dollars are to U.S. dollars. Any amount to be converted from one currency into another currency for the purposes of this Agreement shall be converted into an equivalent amount at the prevailing spot rate for a transaction between the two currencies in question as quoted by reference to middle-market rates quoted on https://www.reuters.com/markets/currencies/ (or if such page ceases to be quoted, such replacement or substituted page as reflects substantially the same exchange rates) as of 5:00 p.m. (Eastern time) on the Business Day immediately preceding the relevant date of determination.

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1.7 Accounting Matters

Unless otherwise stated, all accounting terms used in this Agreement in respect of the Target Companies shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature in respect of the Target Companies required to be made shall be made in a manner consistent with IFRS and prepared and calculated in a manner consistent with the past accounting policies, methods and practices of each of the Target Companies.

1.8 Rules of Construction

The Parties have been represented by counsel during the negotiation and execution of this Agreement and waive the application of any Applicable Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the Party drafting such agreement or other document. Without limiting the generality of the foregoing, the Parties intend that the language in this Agreement be construed as a whole and neither strictly for nor strictly against any of the Parties.

1.9 Control

(a) For the purposes of this Agreement:

(i) a Person Controls a body corporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the Person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;

(ii) a Person Controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interests, however designated, into which the entity is divided are beneficially owned by that Person and the Person is able to direct the business and affairs of the entity; and

(iii) the general partner of a limited partnership Controls the limited partnership.

(b) A Person who Controls an entity is deemed to Control any entity that is Controlled, or deemed to be Controlled, by the entity.

(i) any securities of the entity that are beneficially owned by that Person; and

(ii) any securities of the entity that are beneficially owned by any entity Controlled by that Person;

is such that, if that Person and all of the entities referred to in Section 1.9(c) that beneficially own securities of the entity were one Person, that Person would Control the entity.

1.10 Schedules

The following are the Schedules to this Agreement:

Schedule A Tintyava Exploration Assets

Schedule B Non-Tintyava Exploration Assets

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Schedule C Velocity Deliverables
Schedule D Purchaser Deliverables
Schedule E Velocity Representations and Warranties
Schedule F Velocity Representations and Warranties with respect to the Tintyava Exploration Companies and the Tintyava Exploration Assets
Schedule G Velocity Representations and Warranties with respect to the Optioned Companies and the Non-Tintyava Exploration Assets
Schedule H Purchaser Representations and Warranties
Schedule I Affiliate Agreements
Schedule J Required Governmental Approvals and Notifications
Schedule K Required Third Party Approvals and Notifications
Schedule L Marinov Kibela Share Transfer Agreement
Schedule M Gorubso Tintyava Exploration Share Sale Agreement
Schedule N Kibela Tintyava Exploration Share Sale Agreement
Schedule O Funding and Technical Services Agreement
Schedule P [Redacted – confidential information]

ARTICLE 2

SALE AND PURCHASE; OPTION GRANT

2.1 Tintyava Exploration Assets

Upon and subject to the terms and conditions set forth herein, on the Closing Date Velocity agrees to sell to the Purchaser, and the Purchaser agrees to purchase from Velocity, Velocity's entire right, title and interest in and to the Tintyava Exploration Assets free and clear of all Encumbrances (other than Permitted Encumbrances) for the Tintyava Exploration Assets Purchase Price, which sale and purchase shall be affected as follows:

(a) if the Purchaser has provided to Velocity the Notice of Option Exercise in accordance with Section 2.3(b), by way of the sale by Velocity, and the purchase by the Purchaser, of the Velocity Tethyan Shares and the Velocity Kibela Shares, in each case free of Encumbrances. In which case:

(i) Velocity agrees to procure that Marinov assigns and transfers to the Purchaser, and the Purchaser agrees to accept such assignment and transfer from Marinov, the Marinov Kibela Shares free of Encumbrances pursuant to the Marinov Kibela Share Transfer Agreement; and

(ii) Velocity agrees to procure that Gorubso sells to the Purchaser, and the Purchaser agrees to purchase from Gorubso, the Gorubso Tintyava Exploration Shares free of Encumbrances for the purchase price of $16,500,000 (the "Gorubso Purchase Price") pursuant to the Gorubso Tintyava Exploration Share Sale Agreement; or

(b) if the Purchaser has not provided to Velocity the Notice of Option Exercise in accordance with Section 2.3(b), by way of the sale by Kibela, and the purchase by the Purchaser, of the Kibela Tintyava Exploration Shares free of Encumbrances. In which case:

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(i) Velocity agrees to procure that Kibela sells and transfers to the Purchaser, and the Purchaser agrees to purchase from Kibela, the Kibela Tintyava Exploration Shares pursuant to the Kibela Tintyava Exploration Share Sale Agreement; and

(ii) Velocity agrees to procure that Gorubso sells to the Purchaser, and the Purchaser agrees to purchase from Gorubso, the Gorubso Tintyava Exploration Shares free of Encumbrances for the Gorubso Purchase Price pursuant to the Gorubso Tintyava Exploration Share Sale Agreement.

2.2 Tintyava Exploration Assets Purchase Price

The purchase price payable by the Purchaser to Velocity or, as applicable, Kibela (and in which case the Purchaser shall make the payment of the Tintyava Exploration Assets Purchase Price to Velocity in Vancouver, British Columbia) for the relevant shares of the relevant Target Companies as a result of which the Purchaser will acquire the Rozino Project (the "Tintyava Exploration Assets Purchase Price") shall be an amount equal to:

(a) the Deposit plus:

(b) the Completion Payment; minus

(c) the Early Closing Credit (but only if the Closing Date occurs on or before the 12-month anniversary of the Deposit Date).

2.3 Non-Tintyava Exploration Assets Purchase Option

(a) Upon and subject to the terms and conditions set forth herein, Velocity hereby grants to the Purchaser the sole and exclusive option (the "Non-Tintyava Exploration Assets Purchase Option") to acquire (i) from Velocity and Marinov, the Velocity Kibela Shares and the Marinov Kibela Shares, respectively; and (ii) from Velocity, the Velocity Tethyan Shares, in each case free and clear of all Encumbrances (and, as a result, to acquire an indirect 100% interest in and to the Non-Tintyava Exploration Assets free and clear of all Encumbrances (other than Permitted Encumbrances) in consideration for the payment of $4,000,000 (the "Non-Tintyava Exploration Assets Purchase Price"), exercisable in the manner described in Section 2.3(b) during the period commencing on the Deposit Date and expiring on the Closing Date (the "Option Period").

(b) To exercise the Non-Tintyava Exploration Assets Purchase Option, the Purchaser, at its sole discretion, shall deliver a written notice of its intention to exercise (the "Notice of Option Exercise") to Velocity during the Option Period and concurrently with the Funding Completion Notice. For the avoidance of doubt, the Non-Tintyava Exploration Assets Purchase Option shall not be exercisable by the Purchaser unless and until the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price have been paid to and received by the Escrow Agent. Upon the delivery of the Notice of Option Exercise, the Purchaser shall be deemed to have irrevocably agreed to purchase the Optioned Shares from Velocity on the Closing Date for the Non-Tintyava Exploration Assets Purchase Price on the terms set forth herein. For the further avoidance of doubt, the Purchaser shall acquire no right, title and interest in and to the Optioned Shares until the full amount of the Non-Tintyava Exploration Assets Purchase Price is received by the Velocity.

2.4 Allocation of the Non-Tintyava Exploration Assets Purchase Price

The Non-Tintyava Exploration Assets Purchase Price shall be allocated as follows:

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[Redacted – commercially sensitive information]

2.5 Closing

The closing (the "Closing") of the sale and purchase of (i) the Tintyava Exploration Assets (as effected by the sale and purchase of the Kibela Tintyava Exploration Shares (if the Non-Tintyava Exploration Assets Purchase Option is not exercised) and the Gorubso Tintyava Exploration Shares); or (ii) if the Purchaser has provided to Velocity the Notice of Option Exercise in accordance with Section 2.3(b), the Tintyava Exploration Assets and the Non-Tintyava Exploration Assets (as effected by the sale and purchase of the Velocity Tethyan Shares, the Velocity Kibela Shares, the Marinov Kibela Shares and the Gorubso Tintyava Exploration Shares), shall, subject to Article 7, take place at the Closing Time in Sofia, Bulgaria, at a location to be agreed upon by the Parties, acting reasonably, which shall occur on a date (the "Closing Date") that is: (A) 60 days after the date that the Purchaser at its sole discretion elects to proceed to Closing and provides written notice to Velocity of such election (without prejudice to the Purchaser's rights under Section 4.5(c) or Section 9.1); and (B) 5 Business Days after the date that the Purchaser provides written notice to Velocity that the Completion Payment or, as applicable, the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price have been paid to and received by the Escrow Agent (the "Funding Completion Notice"), in each case such notice to be provided in accordance with Section 10.12; provided that the Closing shall not occur if a Funding Completion Notice has not been issued 10 Business Days before the Outside Date.

2.6 Payment of the Deposit and the Tintyava Exploration Assets Purchase Price; Rozino Project Purchase Closing Deliverables

(a) At the Deposit Time, the following actions shall take place, all of which shall be deemed to have occurred simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed:

(i) in partial payment of the Tintyava Exploration Assets Purchase Price, subject to Velocity complying with its obligations set out in Section Error! Reference source not found., the Purchaser shall instruct the Escrow Agent to release and transfer to Velocity the Deposit. Unless otherwise expressly provided herein, the Deposit shall be non-refundable by Velocity;

(ii) the Purchaser shall deliver, or cause to be delivered, to Velocity the deliverables set forth in Section (a) of Schedule D; and

(iii) Velocity shall deliver, or cause to be delivered, to the Purchaser the deliverables set forth in Section (a) of Schedule C.

(b) At the Closing Time, the following actions shall take place, all of which shall be deemed to have occurred simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed:

(i) in full payment and satisfaction of the outstanding Tintyava Exploration Assets Purchase Price and the Gorubso Purchase Price, the Purchaser shall instruct the Escrow Agent to release and pay to Velocity the Completion Payment, and upon receipt of the Completion Payment, Velocity shall procure that the Gorubso Purchase Price is paid to Gorubso in full payment and satisfaction of any amounts due by the Purchaser to Gorubso under the Gorubso Tintyava Exploration Share Sale Agreement;

(ii) the Purchaser shall deliver, or cause to be delivered, to Velocity the closing deliverables

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set forth in Section Error! Reference source not found. of Schedule D; and

(iii) Velocity shall deliver, or cause to be delivered, to the Purchaser the closing deliverables set forth in Section (b) and (c) of Schedule C.

2.7 Payment of the Non-Tintyava Exploration Assets Purchase Price; Non-Tintyava Exploration Assets Purchase Closing Deliverables

If the Purchaser has provided to Velocity the Notice of Option Exercise in accordance with Section 2.3(b) and subject to the actions set out in Section 2.6(b) having taken place, at the Closing Time the following actions shall take place, all of which shall be deemed to have occurred simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed:

(a) in full payment and satisfaction of the Non-Tintyava Exploration Assets Purchase Price, the Purchaser shall instruct the Escrow Agent to release and pay to Velocity the Non-Tintyava Exploration Assets Purchase Price; and

(b) Velocity shall deliver, or cause to be delivered, to the Purchaser the closing deliverables set forth in Section (d) of Schedule C.

2.8 Transaction Fee

In connection with the grant by Velocity of the Non-Tintyava Exploration Assets Purchase Option to the Purchaser and the sale by Velocity of the Tintyava Exploration Assets to the Purchaser, Velocity shall charge, and the Purchaser agrees to pay to Velocity, a transaction structuring fee in the aggregate amount of $1,000,000 (the "Transaction Fee"), which amount shall be paid to Velocity by the Escrow Agent as set out in Section Error! Reference source not found.. The Transaction Fee shall be non-refundable, except as provided in Section 9.2.

2.9 Escrow

[Sections 2.9(a) to (j) redacted – commercially sensitive information]

(k) For the avoidance of any doubt and notwithstanding anything to the contrary in this Agreement, if this Agreement is terminated for whatever reason, at all times, the Purchaser shall be entitled to the return of the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price, if in escrow, and Velocity shall instruct the Escrow Agent to release and transfer same to the Purchaser.

ARTICLE 3

INTERVENING PERIOD

3.1 [Redacted – commercially sensitive information]

Upon the terms and conditions set forth in the Funding and Technical Services Agreement, during the Intervening Period:

[Redacted – commercially sensitive information]

3.2 [Redacted – commercially sensitive information]

During the Intervening Period:

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(a) upon the terms and conditions set forth in the Funding and Technical Services Agreement, during the Intervening Period:

[Redacted – commercially sensitive information]

(b) neither the Purchaser nor any of its Representatives shall, without the prior written consent of Velocity (i) enter upon or otherwise assert possession of any land areas covered by the Subject Assets; (ii) carry out any operations with respect to the Subject Assets, including [Redacted – commercially sensitive information]; (iii) bring any Hazardous Substances on any land areas covered by the Subject Assets; or (iv) except as required pursuant to, and in accordance with, the terms of this Agreement, conduct any communications (orally or in writing) or submit any filings with any Governmental Authority regarding the Subject Assets;

(c) the Purchaser shall not directly or indirectly sell, grant, transfer, assign, dispose, charge or encumber, or agree to sell, grant, transfer, assign, dispose, charge or encumber, the whole or any part of its interests in or with respect to the Subject Assets without the prior written consent of Velocity;

(d) each of the Parties shall promptly notify the other Party of any notice or communication received from any Person which affects or could reasonably be expected to affect Velocity or Gorubso or the Rozino Project or the rights of Velocity or Gorubso in relation to any of the Rozino Project; and

(e) Velocity shall promptly notify the Purchaser of any Claim which is brought or threatened against Velocity or the Rozino Project, which is reasonably expected to affect the validity and enforceability of the Rozino Project, and defend in good faith, and at its cost and expense, any and all such Claim, except if such Claim arose as a result of the acts of the Purchaser prior to the Closing Date.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Velocity Representations and Warranties

Except as Fairly Disclosed in (i) the corresponding sections of the Velocity Disclosure Letter; or (ii) the Disclosure Information prior to the Effective Date, Velocity represents and warrants to the Purchaser as set in Schedule E as of the Effective Date, as of the Deposit Date, and as of the Closing Date on the basis that any express or implied reference to the Effective Date or the Deposit Date shall be considered a reference to the Closing Date (and acknowledges and confirms that the Purchaser is relying upon such representations and warranties).

4.2 Velocity Representations and Warranties with Respect to the Tintyava Exploration Companies and the Tintyava Exploration Assets

Except as Fairly Disclosed in (i) the corresponding sections of the Velocity Disclosure Letter; or (ii) the Disclosure Information prior to the Effective Date, Velocity represents and warrants to the Purchaser as set forth in Schedule F with respect to Tintyava Exploration as of the Effective Date, as of the Deposit Date, and with respect to Sections (1),(2), (3), (4), (5), (6), (8), (9), (10), (11), (12), (13), (19), (23), (24), (26), (28), (38), (40), (41), (43), (44), (45), (50), (55), (56), (57), (58), (61), (63), (64), (65), (68), (69), (70), (72) and (74) only of Schedule F (as marked with an asterisk for ease of reference) as of the Closing Date, on the basis that any express or implied reference to the Effective Date or the Deposit Date shall be considered

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a reference to the Closing Date (and acknowledges and confirms that the Purchaser is relying upon such representations and warranties).

4.3 Velocity Representations and Warranties with Respect to the Optioned Companies and the Non-Tintyava Exploration Assets

Except as Fairly Disclosed in (i) the corresponding sections of the Velocity Disclosure Letter; or (ii) the Disclosure Information prior to the Effective Date, Velocity represents and warrants to the Purchaser as set forth in Schedule G with respect to the Optioned Companies and the Non-Tintyava Exploration Assets as of the Effective Date, as of the Deposit Date, and with respect to Sections (1), (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12), (14), (18), (19), (21), (23), (28), (30), (33), (35), (36), (37) and (39) only of Schedule G (as marked with an asterisk for ease of reference) as of the Closing Date, on the basis that any express or implied reference to the Effective Date or the Deposit Date shall be considered a reference to the Closing Date (and acknowledges and confirms that the Purchaser is relying upon such representations and warranties).

4.4 Purchaser Representations and Warranties

The Purchaser represents and warrants to Velocity as of the Effective Date, as of the Deposit Date, and as of the Closing Date (and acknowledges and confirms that Velocity is relying upon such representations and warranties) as set forth in Schedule H.

4.5 Disclosure Letter

(a) Contemporaneously with the execution and delivery of this Agreement, Velocity shall deliver to the Purchaser the Velocity Disclosure Letter, which modifies and qualifies certain representations and warranties of Velocity contained in Schedules E, F and G. Notwithstanding anything to the contrary in the Velocity Disclosure Letter, any disclosure in the Velocity Disclosure Letter shall be a disclosure for purposes of all representations and warranties in Schedule E, F and G to the extent the relevance of such disclosure to any such representation or warranty is reasonably clear or apparent.

(b) If after the Effective Date:

(i) Velocity becomes aware that any of the representations and warranties of Velocity contained in Schedules E, F and G was materially untrue, inaccurate or misleading as of the Effective Date; or

(ii) any event occurs or matter arises of which Velocity becomes aware which results or may result in any of the representations and warranties of Velocity contained in Schedules E, F and G being materially untrue, inaccurate or misleading at Closing, had such representations and warranties been repeated on Closing,

Velocity shall notify the Purchaser in writing as soon as practicable and in any event prior to Closing setting out full details of the matter and for the avoidance of doubt, such notification shall not constitute a disclosure unless disclosed in the Velocity Disclosure Letter, as updated pursuant to Section 4.5(c).

(c) Up to 10 Business Days prior to the Closing Date, Velocity may revise, from time to time, the Velocity Disclosure Letter by delivering a revised Velocity Disclosure Letter with respect to any change, event, development, circumstance or effect arising after the Effective Date to the Purchaser, if such revisions are determined by Velocity to be necessary in order to disclose any items or facts

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that would otherwise result in the breach of any representation or warranty of Velocity in this Agreement. Velocity may not disclose (and such disclosure shall be deemed invalid) any event or matter, which constitutes a breach of any covenant of Velocity under this Agreement (other than pursuant to the representations and warranties) or any matter in relation to the Fundamental Velocity Representations. The Purchaser shall have the right to review the revised Velocity Disclosure Letter for a period of five Business Days after receipt thereof. At any time within such five Business Day period, the Purchaser shall have the right to terminate this Agreement by delivery of a notice to Velocity if the revised information discloses or would have, individually or in the aggregate, a Tintyava Exploration Material Adverse Change. Such notice, if given, shall specify the information forming the basis for the decision to terminate. Velocity shall have five Business Days after receipt of such notice to review with the Purchaser the information forming the basis of the decision to terminate and to attempt to agree on corrective measures, if any. If the Parties cannot agree on corrective measures within such five Business Day period, and such revised information discloses or would have, individually or in the aggregate, a Tintyava Exploration Material Adverse Change, then this Agreement shall terminate and Velocity shall (i) return to the Purchaser the full amount of the Deposit within 20 Business Days following such termination; and (ii) instruct the Escrow Agent to release and transfer to the Purchaser the funds held in escrow in accordance with Section Error! Reference source not found.. If this Agreement is not terminated as permitted by this Section 4.5(c), the Purchaser shall be deemed to have accepted such revisions, and the Velocity Disclosure Letter delivered with this Agreement as of the Effective Date shall be deemed to be superseded by the revised Velocity Disclosure Letter.

(d) Without prejudice to the Purchaser's rights under Section 4.5(c), if, following the delivery of a revised Velocity Disclosure Letter by Velocity to the Purchaser pursuant to Section 4.5(c), any of the Velocity Representations set forth in: (A) Sections (12) and (13) (Financial Position), Section (19) (No Undisclosed Liabilities) and Section (41) of Schedule F; and (B) Sections (11) and (12) (Financial Position) and Section (14) (No Undisclosed Liabilities) of Schedule G, given as of the Effective Date, turns out to be inaccurate, the Purchaser shall have the right to adjust the Completion Payment to reflect such inaccuracy on a one to one basis.

ARTICLE 5

COVENANTS

5.1 Conduct of Tintyava Exploration

(a) Except (i) as otherwise expressly contemplated by this Agreement; or (ii) as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), from the Effective Date until the Closing Time, Velocity shall cause Tintyava Exploration not to:

(i) acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture;

(ii) in respect of the Rozino Project, apply for, amend, terminate, surrender, assign the Mining and Exploration Rights or any other right, licence or other interest in mining or mineral exploration or development;

(iii) enter into any agreement material to its Business or requiring any third party consent or notification in order to consummate the transactions contemplated by this Agreement;

(iv) amend, to any material extent, any of the terms on which goods, facilities or services are supplied;

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(v) waive, release, relinquish, terminate, grant or transfer any rights of value under, or fail to take any action that could result in the termination of, any material Permits or any of the Mining and Exploration Rights associated with the Tintyava Exploration Assets;

(vi) in respect of the Rozino Project, other than in the ordinary and usual course of business or pursuant to a statutory duty or Permit or contractual obligation:

(A) apply for any planning permission or implement any planning permission already obtained but not implemented;

(B) carry out any alteration or addition to, or effect any change of use of, the Rozino Project;

(D) sell, convey, transfer, assign or charge the Rozino Project or grant any rights or easements over the Rozino Project or enter into any covenants or other Encumbrance affecting the Rozino Project;

(vii) make any material amendment to the terms and conditions of employment (including remuneration, pension entitlements and other benefits) of any employee other than in the ordinary and usual course of business;

(viii) grant any awards and options under any share incentive, share option, profit sharing, bonus or other incentive arrangements to any employee other than in the ordinary and usual course of business;

(ix) provide or agree to provide any gratuitous payment or benefit to any employee or any of their dependants, other than in the ordinary course consistent with past practice;

(x) terminate or take any steps to terminate the employment of any employee, other than for misconduct;

(xi) induce any employee to resign their employment with Tintyava Exploration; or

(xii) agree, resolve or commit to do any of the foregoing.

(b) From the Effective Date until the Closing Time, Velocity shall promptly advise the Purchaser in writing of any Tintyava Exploration Material Adverse Change.

(c) Without limiting the generality of Section 5.1(a), between the Effective Date and Closing Velocity shall maintain in force the insurance policies set forth under Section F-(59) of the Velocity Disclosure Letter, or similar insurance policies in substitution or replacement thereof, in all material respects on the same terms and with a similar level of aggregate coverage to that prevailing at the Effective Date inter alia for the benefit of the Tintyava Exploration Companies.

5.2 Conduct of Target Companies

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(i) carry on its business in the ordinary and usual course of business as carried on prior to the Effective Date;

(ii) subject to Section Error! Reference source not found., use commercially reasonable efforts to preserve intact the Subject Assets, business and corporate existence; and

(iii) maintain its books, records and accounts in the ordinary course consistent with past practice and Applicable Law.

(b) Except (i) as otherwise expressly contemplated by this Agreement; or (ii) as consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), from the Effective Date until the Closing Time, Velocity shall cause each of the Target Companies not to:

(i) amend its organizational documents;

(ii) authorize, declare or pay any dividend on or in respect of its share capital or any other distribution on any of its securities or to any shareholders, other than dividends paid by any Target Company to any of the Sellers or any other Target Company;

(iii) other than in connection with the issuance of securities (i) in respect of shareholder equity contributions in the ordinary and usual course of business, including as may be required to finance operations; (ii) to existing shareholders in connection with capital contributions; or (iii) under any option, warrant or right under any employee retention plan of a Optioned Company that is outstanding as of the Effective Date, issue, deliver or sell, or authorize the issuance, delivery or sale of any of its securities;

(iv) repay, redeem or repurchase any share capital or loan capital, other than in the ordinary course consistent with past practice;

(v) acquire (by merger, consolidation, acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than acquisitions of inventory, supplies, raw materials or equipment in the ordinary course of business;

(vi) sell, lease or otherwise transfer, or create or incur any Encumbrance (other than Permitted Encumbrances) on, any of its assets, securities, properties, interests or businesses, other than sales, transfers or dispositions of inventory, commodities or mineral production in the ordinary course of business, including as may be required to finance operations;

(vii) make any loans or capital contributions to, or investments in, any other Person, other than (A) loans or capital contributions from (i) any Seller to any Target Company; or (ii) any Target Company to any other Target Company; or (B) enter into any intra-group arrangements or arrangements with the Purchaser in connection with the transactions contemplated under this Agreement and the Funding and Technical Services Agreement;

(viii) amend or terminate any Material Agreement, other than in the ordinary course of business;

(ix) waive, release, relinquish, terminate, grant or transfer any rights of value under, or fail to take any action that could result in the termination of, any material Permits or any of the Mining and Exploration Rights;

(x) other than as required by IFRS or Bulgarian Accounting Standards, as applicable, or other

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applicable accounting standards, make any change to its accounting policies;

(xi) other than as required by Applicable Law, make or change any Tax election, change any annual Tax accounting periods, adopt or change any method of Tax accounting, settle any disputed claim or assessment in respect of Taxes which involves an amount payable by any Target Company in excess of [Redacted – commercially sensitive information], enter into any Tax sharing or similar agreement or arrangement or amend any Tax Return;

(xii) change the residence of any Target Company for Tax purposes;

(xiii) take any voluntary steps to dissolve, wind up or otherwise affect its continuing organizational existence;

(xiv) institute or settle any legal proceedings, except for debt collection in the ordinary and usual course of business; or

(xv) agree, resolve or commit to do any of the foregoing.

(c) Velocity shall, and shall cause each of the Target Companies to, immediately after the execution of this Agreement cease all existing discussions or negotiations with third parties (other than the Purchaser and its Affiliates and Representatives) relating to the sale of Optioned Shares, the Tintyava Exploration Shares or the Subject Assets, and shall not commence or continue discussions or negotiations with any such third party or furnish to any such third party (other than in the ordinary course of business, as required by Applicable Law or with the consent of the Purchaser) any confidential information with respect to the Optioned Shares, the Tintyava Exploration Shares or the Subject Assets and shall not solicit, initiate or knowingly encourage any offer for all or any of the Optioned Shares, the Tintyava Exploration Shares or the Subject Assets from any such third party until the earliest of (i) the Closing Time; and (ii) the Termination Date. In the event that Velocity or, to the knowledge of Velocity, any of the Target Companies are approached during the foregoing period by any Person inquiring in relation to the sale of the Optioned Shares, the Tintyava Exploration Shares or the Subject Assets, Velocity shall promptly provide written notice to the Purchaser of such circumstances and their nature.

5.3 Confidentiality

Prior to or after the Closing and after any termination of this Agreement, except as otherwise provided in the Transaction Documents, neither Party (in this Section 5.3, a "Receiving Party") may, directly or indirectly, without the prior written consent of the other Party (in this Section 5.3, a "Disclosing Party"), disclose to any Person any Confidential Information, except that such information may be disclosed (i) to the Receiving Party's Affiliates and the Representatives of the Receiving Party and its Affiliates, in each case in the normal course of the performance of their duties (so long as any such Representative or Affiliate is advised of the confidential nature of such information and is directed to keep such information confidential); (ii) to the extent required by Applicable Law or requested pursuant to any court order, judicial process, subpoena or civil investigative demand or by any Governmental Authority; or (iii) in connection with any dispute or proceeding related to this Agreement; provided that, in the case of clause (ii), the Receiving Party agrees, to the extent legally permissible and practicable, to give the Disclosing Party reasonably prompt notice of any such requirement or request so that the Disclosing Party may seek (at the Disclosing Party's cost) an appropriate protective order or similar relief (and the Disclosing Party shall in any event make only the minimum disclosure required by such Applicable Law or request). Confidential information ("Confidential Information") consists of all confidential information relating to assets, business, operations, finances or affairs of the Disclosing Party, except for information that is or becomes available to the public other than as a result of a breach of this Section 5.3.

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5.4 Public Announcements

Each Party agrees (a) to consult with the other Party prior to issuing any press release or making any public statement or disclosure with respect to this Agreement, any other Transaction Document or the transactions contemplated under the Transaction Documents; and (b) not to issue any such press release or make any such public statement or disclosure without the prior written consent of the other Party; provided that a Party may without the prior written consent of the other Party issue any such press release or make any such public announcements or disclosures if such Party has consulted with the other Party to obtain the consent of such other Party but has been unable to do so prior to the time such press release or public announcement or disclosure is required to be released pursuant to Applicable Law (and such Party has been advised in writing by its outside legal counsel of such requirement to release); and provided that such Party has also notified the Parties in writing of: (i) the details and content of the press release, announcement or disclosure to be released reasonably in advance of such release, announcement or disclosure; and (ii) the applicable requirement to release such press release, announcement or disclosure. Notwithstanding anything to the contrary in this Agreement, either Party (and in respect of Velocity, the Target Companies) may, without the prior written consent of the other Party, disclose the transactions contemplated hereby for purposes of obtaining any consents, approvals, authorizations or waivers contemplated by this Agreement, and under any other Transaction Document or to any of their counterparties, employees or lenders.

5.5 Access to Target Companies Information

(a) Subject to Applicable Law and the rights and obligations of Velocity, the Target Companies or any of their respective Affiliates to any third parties (including, for greater certainty, pursuant to the Mining and Exploration Rights), from the Effective Date through to and including the Closing Date, Velocity shall, in order for the Purchaser to prepare for owning the Acquired Target Companies following the Closing Date, provide the Purchaser with:

(i) reasonable access during normal business hours and upon reasonable advance notice to senior employees of Tintyava Exploration, Tethyan and Kibela;

(ii) a copy of a quarterly management report of Tintyava Exploration, Tethyan and Kibela (in each case consisting of a monthly income statement, monthly cash flow statement and balance sheet as of the most recently completed financial quarter) as soon as reasonably practicable following the availability thereof, and in any event no later than 45 calendar days following the end of a financial quarter; and

(iii) such other information or reports reasonably requested by the Purchaser and that are reasonably available to, or producible by, Velocity or any of the Target Companies in the ordinary course of business, in each case subject to any terms and conditions reasonably imposed by Velocity and the Purchaser acting reasonably in order to limit interference with the conduct of the Business.

(b) Velocity shall use its reasonable efforts to provide and facilitate Representatives of the Purchaser with reasonable access during normal business hours to Velocity's Representatives, all technical data, documents, materials and other information related to the Rozino Project and the other Subject Assets, as may be reasonably required for the purpose of planning and evaluating exploration and development activities, and provide reasonable co-operation in respect thereto, subject to Applicable Laws, in each case upon and subject to any terms and conditions reasonably imposed by Velocity in order to limit interference with the conduct of the Business.

(c) None of Velocity or any of its Affiliates or Representatives shall be required pursuant to this Section 5.5 under any circumstances to (i) provide or agree to any indemnity or similar commitment

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or covenant; (ii) provide or make available any information the disclosure of which is prohibited or restricted under Applicable Law, the terms of any contract or agreement or any written agreements or memoranda that are subject to legal privilege; or (iii) take any action that shall conflict with or violate any Applicable Laws or the rights and obligations of Velocity, the Target Companies or any of their respective Affiliates to any third parties.

(d) The Purchaser acknowledges and agrees that the information provided under this Section 5.5 shall be subject to the terms of Section 5.3.

5.6 Cooperation with Respect to Filings and Consents

Without limiting the generality of Section 5.8 and save for the obligations of the Parties under the Funding and Technical Services Agreement, the Parties shall cooperate in (i) determining whether any action by or in respect of, or filing with, any Governmental Authority is required, or any actions, consents, approvals or waivers are required to be obtained from parties to any agreement, contract, instrument, arrangement or understanding to which a Party or a Target Company is party or any of their assets or properties are bound, in connection with the consummation of the transactions contemplated by the Transaction Documents (for the avoidance of doubt, including monitoring whether any new filings are required); and (ii) taking such actions or making any such filings, furnishing information required in connection therewith and seeking to obtain any such actions, consents, approvals or waivers (including, for greater certainty, all Required Governmental Approvals and Notifications and all Required Third Party Approvals and Notifications) on a timely basis, including using reasonable efforts to cooperate in connection with any filing, submission or other communication related thereto or in connection with any Claim initiated by a third party. Subject to Applicable Law, each Party shall promptly notify the other Parties of (and provide written copies of) any communications from or with any Governmental Authority or Claims by a third party in connection with the transactions contemplated hereby. Except for the purpose of undertaking searches of publicly available information and except as required pursuant to the terms of this Agreement, the Purchaser shall not make any enquiries of any Governmental Authority without the prior written consent of Velocity, not to be unreasonably withheld or delayed.

5.7 Tax Returns

(a) Without limiting the generality of Section 5.6 and subject to and in accordance with the provisions of this Section 5.7, Velocity or its duly authorized agents shall and shall procure that the Acquired Target Companies shall, at Velocity's cost: (i) prepare and submit (or procure the preparation and submission of) Tax Returns; and (ii) deal with enquiries, audits and all other communication with any Tax Authority in respect of all Tax Periods of each Acquired Target Company ending on or before Closing (the "Pre-Closing Tax Periods"). All documents dealt with pursuant to the preceding sentence (including Tax Returns) shall be referred to as the "Pre-Closing Tax Documents". Velocity shall give the Purchaser an opportunity to review and comment on such Pre-Closing Tax Documents by providing or causing to be provided copies of such Pre-Closing Tax Documents to the Purchaser at least 20 Business Days (i) before they are required by Applicable Law to be filed; or (ii) if are not required to be filed, before they are to be submitted to the Tax Authority. The Purchaser shall have the right to make any comments that it deems appropriate within 10 days following receipt of such Pre-Closing Tax Document. Velocity shall incorporate or cause to be incorporated any reasonable comments made by the Purchaser. Prior to filing such Pre-Closing Tax Documents with the relevant Taxation Authorities, Velocity shall provide or cause to be provided a copy of each such Pre-Closing Tax Documents to the Purchaser at least five days prior to the date on which the Pre-Closing Tax Documents are to be timely filed and the Purchaser shall execute or cause the Acquired Target Company to execute any such Pre-Closing Tax Document, including for greater certainty any amended Pre-Closing Tax Document; provided the Purchaser shall be under no obligation to procure the authorization, signing or

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submission to a Tax Authority of any Pre-Closing Tax Document delivered to it under this Section 5.7(a), which it considers in its reasonable opinion to be false or misleading in a material respect, but for the avoidance of doubt the Purchaser shall be under no obligation to make any enquiry as to the completeness or accuracy of any Pre-Closing Tax Document and shall be entitled to rely entirely on Velocity and its agents.

(b) The Purchaser shall procure that any Taxation documents for any Pre-Closing Tax Periods received by it or an Acquired Target Company from a Tax Authority or any third party are sent to Velocity promptly.

(c) The Purchaser shall cause the Acquired Target Company to prepare and submit (or procure the preparation and submission of) Tax Returns and (ii) deal with enquiries, audits and all other communication with any Tax Authority in respect of the Straddle Period of each Acquired Target Company. All documents dealt with pursuant to the preceding sentence (including Tax Returns) shall be referred to as the "Straddle Period Tax Documents". The Purchaser shall give Velocity an opportunity to review and comment on such Straddle Period Tax Documents by providing or causing to be provided copies of such Straddle Period Tax Documents to Velocity at least 20 Business Days (i) before they are required by Applicable Law to be filed; or (ii) if are not required to be filed, before they are to be submitted to the Tax Authority. Velocity shall have the right to make any comments that it deems appropriate within 10 days following receipt of such Straddle Period Tax Documents. The Purchaser shall incorporate or cause to be incorporated any reasonable comments made by Velocity. Such Tax Returns for each Acquired Target Company shall be prepared on a basis consistent with Tax Returns filed by such Acquired Target Company for prior periods and, as applicable, any post-Closing adjustment to the consideration paid by the Purchaser for the Acquired Target Companies. The Purchaser shall ensure that no Tax Return of any of the Acquired Target Companies filed before the Closing Date is amended without Velocity's prior written consent, such consent not to be unreasonably withheld or delayed.

5.8 Competition Matters

(a) The Purchaser covenants and agrees to proceed diligently and to use its reasonable efforts and to take such actions and steps required or advisable to obtain or make any Required Competition Approvals and Notifications which it is obliged to obtain or make prior to Closing, and to avoid or eliminate any concerns or impediments that may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement and the other Transaction Documents, so as to allow the Closing to occur on or prior to the Outside Date; provided that this shall not give rise to an obligation on the part of the Purchaser to assume material expenditure or investment to achieve the same or require the Purchaser to take such action which would be likely to have such a detrimental effect on the current or future development of the business of the Purchaser that it would be unreasonable to expect that party to take it. Without limiting the generality of the foregoing, the Purchaser agrees that it shall comply, and shall cause its Affiliates to comply, at the earliest practicable date with any request under any Competition Law for additional information, documents, or other materials received by each of them or any of their respective Affiliates from any Governmental Authority in respect of such filings or such transactions; and (ii) to cooperate with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any Governmental Authority.

(b) The Purchaser shall keep Velocity informed as to the status of and the processes and proceedings relating to obtaining or making any Required Competition Approvals and Notifications, and shall promptly notify Velocity of any material notice or other material communication (including any correspondence and supplemental or additional information requests) from any Governmental Authority in connection with obtaining or making any Required Competition Approvals and

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Notifications, and shall not make any submissions or filings pursuant to this Section 5.8 (including any proposals under Section 5.8(a)), participate in any meetings or any material discussions or correspondence with any Governmental Authority in respect of any filings, investigations or other inquiries related to obtaining or making any Required Competition Approvals and Notifications unless the Purchaser receives the prior written approval of Velocity (not to be unreasonably withheld, delayed or conditioned). Notwithstanding the foregoing, submissions, filings or other written communications with the Governmental Authority may be redacted as necessary before sharing with Velocity to address reasonable lawyer-client privilege and competitively sensitive information concerns; provided that the Purchaser provides external counsel to Velocity with non-redacted versions of such submissions, filings or other written communications on the basis and undertaking that the redacted information shall not be shared with such counsel's clients.

(c) The Purchaser shall pay all filing fees incurred in connection with obtaining or making all other Required Competition Approvals and Notifications which it is obliged to obtain prior to Closing.

5.9 Pre-Closing Reorganization

[Redacted – commercially sensitive information]

5.10 Funding and Technical Services Agreement

Concurrently with the execution of this Agreement, Velocity and the Purchaser shall execute and enter into the Funding and Technical Services Agreement.

5.11 Compliance with Privacy Laws

Prior to the Closing Date, none of the Parties shall use Personal Information for any purposes other than those related to the performance of this Agreement and the completion of the transactions contemplated herein. Each of the Parties acknowledge and confirm that the collection, disclosure and use of Personal Information is necessary for the purposes of determining whether the Parties shall proceed with the transactions herein, and that the disclosure of Personal Information relates solely to the completion of the transactions herein. If the Closing does not occur, the Purchaser shall cease all use of the Personal Information acquired by the Purchaser in connection with this Agreement and, at Velocity's request, shall return to the Sellers, or destroy in a secure manner (and certify such destruction to Velocity in writing), the Personal Information.

5.12 Velocity Marks

(a) The Purchaser agrees that nothing in this Agreement shall operate as an agreement to transfer (nor shall transfer) any right, title or interest in any trade mark, house mark, domain name, web site or company name to the extent it contains or consists of the word "Velocity" or in any other mark in which one of those elements appears or the word "Velocity" appears in the translational or transliteral form (together, the "Velocity Marks").

(b) The Purchaser shall ensure that each Target Company shall (i) immediately after the Closing Date, cease to use, and shall remove from all letterheads, invoices and stationery; and (ii) within 15 days after the Closing Date, otherwise cease to use, and shall remove from all business materials (including websites, advertising and marketing materials, uniforms, signs and vehicles), any Velocity Marks or any other trade or service name or mark, business name, logo or domain name registered in the name of, or owned by, Velocity or any of its Affiliates and any mark, name or logo which, in the reasonable opinion of Velocity, is confusingly similar to any of them.

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5.13 Termination of Affiliate Agreements

Except as disclosed in Section 5.13 of the Velocity Disclosure Letter and except as contemplated by the Funding and Technical Services Agreement, the Affiliate Agreements in respect of Acquired Target Companies (each, an "Acquired Target Affiliate Agreement") shall be terminated immediately prior to the Closing Date without any liability (arising from or in relation with such termination) to the Acquired Target Companies.

5.14 Resigning Directors and Officers

(a) The Purchaser shall cause each of the Acquired Target Companies to hold a duly convened shareholders' meeting promptly, as soon as possible following the Closing to approve the resignations of each of the Resigning Directors and Officers in accordance with their respective resignation letters (which shall, for greater certainty, address continuing indemnification of the Resigning Directors and Officers) (and with effect as of the Closing Time) and to revoke any powers of attorney granted to such Resigning Directors and Officers in a manner satisfactory to Velocity. To the extent any filing, registration or notification is required under any Applicable Law in connection with the foregoing resignations, the Purchaser shall cause the Acquired Target Companies, as applicable, to promptly make such filings or provide such notifications in accordance with such Applicable Law (provided that drafts thereof shall have been approved by Velocity prior to such filing or notification).

(b) Effective as of the Closing:

(i) the Purchaser agrees to, and to cause each of the Acquired Target Companies to, release each of the Resigning Directors and Officers from all Claims that the Purchaser, the applicable Acquired Target Companies or any of their respective Affiliates may have against any of them in their respective capacities as a director, officer, representative or employee of the Acquired Target Companies, the applicable Acquired Target Companies or any of their respective Affiliates, as applicable, or otherwise, had, now have or may hereafter have for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the Closing, save in respect of fraud or wilful misconduct; and

(ii) Velocity shall use commercially reasonable efforts to procure that the Resigning Directors and Officers execute a release in favour of the Purchaser and the applicable Acquired Target Companies on terms and conditions satisfactory to the Purchaser, acting reasonably.

5.15 Velocity Circular

(a) As promptly as practicable after the execution and delivery of this Agreement, but in any event no later than 20 Business Days after the Effective Date, Velocity shall prepare and file, and mail to the Velocity Shareholders the Velocity Circular, together with any other documents required to be filed or prepared by Velocity under Applicable Laws in connection with the Velocity Meeting and the Velocity Shareholder Approval.

(b) Velocity shall provide the Purchaser and its Representatives with a reasonable opportunity to review and comment on the Velocity Circular and any other documents to be filed or mailed in connection with the Velocity Meeting and shall incorporate therein all reasonable comments made by them. Velocity agrees that all information relating solely to the Purchaser or any of its Affiliates or direct or indirect shareholders included in the Velocity Circular shall be in form and content satisfactory to the Purchaser.

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(c) Velocity shall ensure that the Velocity Circular materially complies with all Applicable Laws. Without limiting the generality of the foregoing, Velocity shall ensure that the Velocity Circular (i) does not contain any misrepresentation (other than with respect to any information furnished in writing by or on behalf of the Purchaser expressly for inclusion in the Velocity Circular); and (ii) provides the Velocity Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Velocity Meeting.

(d) Velocity shall promptly notify the Purchaser if, at any time before the Closing, it becomes aware that the Velocity Circular contains any misrepresentation or that an amendment or supplement to the Velocity Circular is otherwise required under Securities Laws. In any such event, Velocity shall prepare a supplement or amendment to the Velocity Circular, and Velocity shall cause same to be mailed to the Velocity Shareholders and filed as required by Securities Laws.

(e) The Velocity Circular shall state that Velocity Board has (i) approved this Agreement; and (ii) recommended approval of the Transaction Resolution.

5.16 Velocity Shareholder Approval and the Exchange Conditional Acceptance

(a) Velocity shall call and hold the Velocity Meeting as promptly as reasonably practicable and shall use commercially reasonable efforts to obtain the Velocity Shareholder Approval within 45 days of the Effective Date, but in any event no later than 60 days after the Effective Date.

(b) Velocity shall use commercially reasonable efforts to solicit proxies from its shareholders approving the Transaction Resolution and shall take all other commercially reasonable actions to secure Velocity Shareholder Approval.

(d) Velocity shall advise the Purchaser as it may reasonably request, and on a daily basis on each of the last 10 Business Days prior to the Velocity Meeting, as to the aggregate tally of the proxies received by Velocity in respect of the Transaction Resolution.

(e) Velocity shall apply for the Exchange Conditional Acceptance as promptly as reasonably practicable and shall use commercially reasonable efforts to obtain Exchange Conditional Acceptance within 10 Business Days of obtaining the Velocity Shareholder Approval.

(f) Velocity shall use commercially reasonable efforts to satisfy all conditions set forth in the Exchange Conditional Acceptance (which are required to be satisfied prior to the Closing Time) as promptly as reasonably practicable.

5.17 Non-Solicitation

From the Effective Date until the Closing Date, except with the prior written consent of Velocity, the Purchaser and its Affiliates shall not, directly or indirectly, make offers or invitations of employment or solicit for employment, employ or otherwise contract for the services of any Person who, at any time between January 1, 2024 and the Effective Date was an employee of Velocity or any Target Company, provided that the Purchaser and its Affiliates shall not be in breach of this Section 5.17 if the employee responds to a solicitation made to the public or in a newspaper or other periodical or by way of electronic means made generally available to the public; provided further, and for greater certainty, that the provisions of this Section 5.17 shall not apply in respect of any employees of the Purchaser or its Affiliates that are seconded to the any Target Company or are otherwise engaged in the operation of the Business.

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5.18 Access to Books and Records

For a period of five years from the Closing Date or for such longer period as may be required by Applicable Law, the Purchaser shall, and shall cause the Acquired Target Companies to, retain all original books and records relating to the Acquired Target Companies existing on the Closing Date (that have been transferred, directly or indirectly, to, or retained by, as applicable, the Purchaser or the Acquired Target Companies in connection with the Closing. So long as any such books and records are retained by the Purchaser or the Acquired Target Companies pursuant to this Agreement, Velocity shall have the right to inspect and to make copies (at its own expense) of them (to the extent they relate to the period ending on the Closing Date) at any time upon reasonable request during normal business hours and upon reasonable notice for any proper purpose and without undue interference to the business operations of the Acquired Target Companies; provided that (i) Velocity provides the Purchaser with reasonable notice of any request under this Section 5.18; and (ii) access to any materials contemplated in this Section 5.18 shall be provided in such manner not to interfere unreasonably with the conduct of the business operations of the Acquired Target Companies; and (iii) such information shall be deemed to be Confidential Information and subject to Section 5.3.

ARTICLE 6

COVENANTS RELATING TO ACQUISITION PROPOSALS

6.1 Non-Solicitation

(a) Velocity shall not, directly or indirectly through any of its Representatives, and shall cause each Target Company not to, directly or indirectly through any of its Representatives:

(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of discussion, negotiation, furnishing information, permitting any visit to any facilities or properties of Velocity or any Target Company, or entering into any form of written or oral agreement, arrangement or understanding (other than a confidentiality agreement as contemplated under Section 6.3(a)(iii)) any inquiries, proposals or offers that constitute, or that may reasonably be expected to constitute or lead to, any Acquisition Proposal;

(ii) engage or participate in any discussions or negotiations regarding, or provide any information with respect to or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, an effort or attempt by a Person (other than the Purchaser and its Representatives) to do or seek to do any of the foregoing regarding any Acquisition Proposal or potential Acquisition Proposal;

(iii) withdraw, modify or qualify, or propose publicly to withdraw, modify or qualify, in any manner adverse to the Purchaser or its Affiliates, the approval or recommendation of this Agreement or the transactions contemplated by this Agreement by the Velocity Board or any of its committees;

(iv) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or

(v) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking in connection with any Acquisition Proposal (other than a confidentiality agreement as contemplated under Section 6.3(a)(iii)).

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(b) Velocity shall (i) cease, and shall instruct its Representatives and each Target Company and its Representatives to cease, and cause to be terminated any existing solicitation, discussion or negotiation or activity with any Person (other than the Purchaser and its Representatives) by Velocity or any of its Representatives with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal whether or not initiated by Velocity or its Representatives; and (ii) cease and instruct its Representatives and each Target Company and its Representatives to provide any Person (other than the Purchaser and its Representatives) with access to information concerning Velocity or any Target Company in respect of any Acquisition Proposal or any potential Acquisition Proposal, and, within five Business Days hereof or, in the case of a Person making an Acquisition Proposal in respect of which Section 6.1(a)(v) applies or a Superior Proposal in respect of which Section 6.3(c) applies, within five Business Days from the time it becomes reasonably apparent that the Person referred to in Section 6.1(a)(v) shall not make a Superior Proposal, as applicable, request the return or destruction of all confidential information provided to any Person (other than the Purchaser and its Representatives) that has entered into a confidentiality agreement with Velocity relating to any Acquisition Proposal or potential Acquisition Proposal to the extent provided for in such confidentiality agreement and shall use all reasonable efforts to ensure that such requests are honoured.

(c) Velocity shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement relating to an Acquisition Proposal, or amend any such agreement or other conditions included in any agreement between Velocity and a third party (it being acknowledged and agreed that the automatic termination of any standstill provision of any such agreement as a result of the entering into and the announcement of this Agreement by the parties pursuant to the express terms of any such agreement shall not be in violation of this Section 6.1(c)).

(d) Velocity shall ensure that the Target Companies and their respective Representatives are aware of the prohibitions in this Section 6.1, and Velocity shall be responsible for any breach of this Section 6.1 by its Representatives.

6.2 Notification of Acquisition Proposals

Velocity shall promptly (and in any event within 48 hours) notify the Purchaser of any offer or proposal received by Velocity or its Representatives on or after the Effective Date relating to an Acquisition Proposal. Such notice shall include the identity of the Person making the offer or proposal and a description of the material terms and conditions thereof, and Velocity shall promptly provide a copy of any Acquisition Proposal and particulars of the offer or proposal that the Purchaser may reasonably request.

6.3 Responding to Acquisition Proposals and Superior Proposals

(a) Notwithstanding Section 6.1(a) and Section 6.1(b), if after the Effective Date and prior to the Velocity Meeting, Velocity receives a written Acquisition Proposal that was not solicited, assisted, initiated, knowingly encouraged or facilitated after the Effective Date in contravention of Section 6.1(a), Velocity and its Representatives may, if the Velocity Board determines that such Acquisition Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal and failure to take such action would be inconsistent with the fiduciary duties of such directors under Applicable Law:

(i) provide information with respect to Velocity and any Target Company to the Person making such Acquisition Proposal; and/or

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(ii) engage in discussions with, and otherwise cooperate or assist, the Person making such Acquisition Proposal and its Representatives for the sole purpose of explaining or supplementing Velocity's due diligence materials,

subject in each of Section 6.3(a)(i) and Section 6.3(a)(ii) above to the following requirements:

(iii) Velocity shall have first received an executed confidentiality agreement executed by such Person after the Effective Date that contains customary confidentiality, standstill and similar provisions; and

(iv) any material non-public information furnished to such Person has previously been provided to the Purchaser or provided to the Purchaser substantially concurrent with the time it is provided to such Person;

(v) when it becomes reasonably apparent that such Person shall not make a Superior Proposal, Velocity shall comply with Section 6.1(b) with respect to such Person.

(b) Notwithstanding Section 6.1(a) and Section 6.1(b), Velocity may (x) enter into an agreement (other than a confidentiality agreement contemplated by Section 6.3(a)(iii)) with respect to an Acquisition Proposal that is a Superior Proposal; and/or (y) recommend or approve an Acquisition Proposal that is a Superior Proposal, provided in each case:

(i) Velocity shall have complied with all of its other obligations under this Article 6;

(ii) the Velocity Meeting shall have not yet occurred;

(iii) the Velocity Board shall have first determined in good faith that such Acquisition Proposal is a Superior Proposal;

(iv) Velocity shall have delivered written notice to the Purchaser of the determination of the Velocity Board that the Acquisition Proposal is a Superior Proposal and of the intention of the Board to approve or recommend such Superior Proposal and/or of Velocity to enter into an agreement with respect to such Superior Proposal, (which written notice shall include a notice as to the value in financial terms that the Velocity Board has determined should be ascribed to any non-cash consideration, if any, offered under the Superior Proposal), together with a copy of such agreement, which shall be executed by the third party making the Superior Proposal (the "Superior Proposal Notice");

(v) at least five Business Days shall have elapsed since the date the Superior Proposal Notice was received by the Purchaser (which five Business Day period is referred to herein as the "Match Period");

(vi) if the Purchaser shall have offered to amend the provisions of this Agreement during the Match Period pursuant to Section 6.3(c), the Velocity Board shall have determined that such Acquisition Proposal continues to be a Superior Proposal compared to the proposed amended provisions of this Agreement offered by the Purchaser at the termination of the Match Period; and

(vii) Velocity shall have terminated this Agreement pursuant to Section 9.1(a)(iv) and Velocity shall have previously paid the Superior Proposal Termination Payment to the Purchaser.

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(c) During the Match Period, the Purchaser shall have the opportunity, but not the obligation, to offer to amend the provisions of this Agreement and Velocity shall cooperate with the Purchaser with respect thereto, including negotiating in good faith with the Purchaser to enable the Purchaser to make such adjustments to the provisions of this Agreement as the Purchaser deems appropriate and as would result in the Acquisition Proposal ceasing to be a Superior Proposal. The Velocity Board shall review any such alternatives by the Purchaser in order to determine, in good faith in the exercise of its fiduciary duties whether the Purchaser's proposed alternatives would result in the Acquisition Proposal ceasing to be a Superior Proposal compared to the amendment to the provisions of this Agreement offered by the Purchaser. If the Velocity Board determines that, as a result of such amendments, the Acquisition Proposal would cease to be a Superior Proposal, Velocity and the Purchaser shall enter into an amendment to this Agreement reflecting the offer by the Purchaser to amend the provisions of this Agreement and Velocity shall comply with Section 6.1(b) with respect to such Acquisition Proposal.

(d) The Velocity Board shall promptly reaffirm its recommendation of this Agreement and the transactions contemplated by this Agreement by press release after: (i) any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made; or (ii) the Velocity Board determines that a proposed amendment to the provisions of this Agreement would result in the Acquisition Proposal not being a Superior Proposal. The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such press release and Velocity shall incorporate all reasonable comments made by the Purchaser and its counsel.

(e) Velocity acknowledges and agrees that each successive material modification (with an increase to the value of such consideration being deemed a material modification) of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under this Article 6 to initiate an additional five Business Day Match Period.

(f) The Purchaser agrees that all information that may be provided to it by Velocity with respect to any Superior Proposal pursuant to this Article 6 shall be treated as if it were Confidential Information and shall not be disclosed or used except in accordance with the provisions of 5.3 or in order to enforce its rights under this Agreement in legal proceedings or if required to be disclosed pursuant to Applicable Law.

(g) Nothing in this Agreement shall prevent the Velocity Board from responding through a directors' circular or otherwise as required by Applicable Laws to an Acquisition Proposal that it determines is not a Superior Proposal. The Purchaser and its legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any directors' circular prior to its printing and Velocity shall incorporate all reasonable comments made by the Purchaser and its counsel.

ARTICLE 7

CONDITIONS TO CLOSING

7.1 Mutual Conditions

The respective obligations of Velocity and the Purchaser to complete the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions precedent at or prior to the Closing Time, each of which is for the benefit of Velocity and the Purchaser and may only be waived by the mutual written consent of Velocity and the Purchaser:

(a) Velocity shall have obtained the Velocity Shareholder Approval;

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(b) there shall have been obtained from the Exchange such approvals or consents (including Exchange Conditional Acceptance), as are required for the consummation of the transactions contemplated by this Agreement;

(c) any Required Governmental Approvals and Notifications shall have been obtained or made and remain in force and effect;

(d) no provision of any Applicable Law shall prohibit or make illegal the Closing, and no Governmental Authority of competent jurisdiction shall have instituted or threatened a proceeding seeking to impose any such restraint or prohibition; and

(e) any Required Third Party Approvals and Notifications shall have been obtained or made and remain in force and effect.

7.2 Conditions for the Benefit of the Purchaser

The obligations of the Purchaser to complete the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions precedent at or prior to the Closing Time, each of which is for the benefit of the Purchaser and may only be waived by the Purchaser in writing:

(a) the representations and warranties of Velocity as set forth in Schedule E shall be true and correct as of the Closing Date as if made as of the Closing Date (other than any such representations that are made as of a specified date, which shall be so true and correct as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Material Adverse Effect on Velocity;

(b) the representations and warranties of Velocity referred to in Section 4.2 shall be true and correct as of the Closing Date as if made as of the Closing Date (other than any such representations that are made as of a specified date, which shall be so true and correct as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Tintyava Exploration Material Adverse Change;

(c) if the Purchaser has provided to Velocity the Notice of Option Exercise in accordance with Section 2.3(b), the representations and warranties of Velocity referred to in Section 4.3 shall be true and correct as of the Closing Date as if made as of the Closing Date (other than any such representations that are made as of a specified date, which shall be so true and correct as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Material Adverse Effect on the Optioned Companies;

(d) Velocity shall have, in all material respects, performed or complied with all of the covenants in this Agreement to be performed or complied with by Velocity at or prior to the Closing Time;

(e) [Redacted – commercially sensitive information]; and

(f) from the Effective Date to the Closing Date, there shall not have occurred and be continuing a Tintyava Exploration Material Adverse Effect.

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7.3 Conditions for the Benefit of Velocity

The obligation of Velocity to complete the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions precedent at or prior to the Closing Time, each of which is for the benefit of Velocity and may only be waived by Velocity in writing:

(a) the representations and warranties of the Purchaser set forth in Schedule H shall be true and correct as of the Closing Date as if made as of the Closing Date (other than any such representations that are made as of a specified date, which shall be so true and correct as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Material Adverse Effect on the Purchaser; and

(b) the Purchaser shall have, in all material respects, performed or complied with all of the covenants in this Agreement to be performed or complied with by the Purchaser at or prior to the Closing Time.

7.4 Waiver of Conditions

The Purchaser, in the case of a condition set forth in Section 7.2, and Velocity, in the case of a condition set forth in Section 7.3, shall have the exclusive right to waive the performance of such condition (in whole or in part). The mutual written consent of Velocity and the Purchaser shall be required to waive the performance of any condition (in whole or in part) set forth in Section 7.1. Any such waiver shall not constitute a waiver of any other conditions or rights in favour of the waiving Party.

ARTICLE 8

INDEMNIFICATION

8.1 Indemnification by Velocity

Effective at and after the Closing, subject to the provisions of this Article 8, Velocity shall indemnify and hold harmless the Purchaser and its directors, officers and Affiliates (each, a "Purchaser Indemnified Party") from and against all Losses, and in respect of Section 8.1(c) below from and against all Tax Losses, actually incurred by a Purchaser Indemnified Party or an Acquired Target Company, arising out of or resulting from:

(a) any breach of any representation or warranty of Velocity in this Agreement for which a notice of claim under Section 8.4 or Section 8.5 has been provided to Velocity within the time period specified in Section 8.3;

(b) any breach of any covenant of Velocity in this Agreement for which a notice of claim under Section 8.4 or Section 8.5 has been provided to Velocity within the time period specified in Section 8.3; and

(c) any Tax Proceeding with respect to any Taxes required to be paid or the payment of Taxes in the ordinary course of business (or which would have been required to be paid but for the use of a Relief) by any of the Acquired Target Companies (i) in respect of any taxation year ending on or before the Closing Date; and (ii) with respect to a Straddle Period, the portion of such Straddle Period ending on or before the Closing Date.

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8.2 Indemnification by the Purchaser

Effective at and after the Closing, subject to the provisions of this Article 8, the Purchaser shall indemnify and hold harmless Velocity and its directors, officers and Affiliates (each, a "Velocity Indemnified Party") from and against all Losses actually incurred by any of them arising out of or resulting from:

(a) any breach of any representation or warranty of the Purchaser in this Agreement or for which a notice of claim under Section 8.4 or Section 8.5 has been provided to the Purchaser within the time period specified in Section 8.3; and

(b) any breach of any covenant of the Purchaser in this Agreement or for which a notice of claim under Section 8.4 or Section 8.5 has been provided to the Purchaser within the time period specified in Section 8.3.

8.3 Limitations

(a) Notwithstanding any other provision of this Agreement:

(i) any Claim arising out of any breach of any of the Fundamental Velocity Representations shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 8.4 or Section 8.5 is delivered by the Purchaser Indemnified Party to Velocity within [Redacted – commercially sensitive information] of the Closing Date;

(ii) any Claim arising out of any breach of any of the Fundamental Purchaser Representations shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 8.4 or Section 8.5 is delivered by the Velocity Indemnified Party to the Purchaser within [Redacted – commercially sensitive information] of the Closing Date;

(iii) any Claim arising out of any breach of any of the Tintyava Exploration Environmental Representations shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 8.4 or Section 8.5 is delivered by the Purchaser Indemnified Party to Velocity within [Redacted – commercially sensitive information] of the Closing Date;

(iv) any Claim arising out of any breach of any of the Tintyava Exploration Tax Representations shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 8.4 or Section 8.5 is delivered by the Purchaser Indemnified Party to Velocity within [Redacted – commercially sensitive information];

(v) any Claim arising out of any breach of any covenant or any breach of any of the representations and warranties of Velocity contained in this Agreement, other than the Fundamental Velocity Representations, the Tintyava Exploration Environmental Representations and the Tintyava Exploration Tax Representations, shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 8.4 or Section 8.5 is delivered by the Purchaser Indemnified Party to Velocity, as the case may be, within [Redacted – commercially sensitive information]; and

(vi) any Claim arising out of any breach of any covenant or any breach of any of the representations and warranties of the Purchaser contained in this Agreement, other than the Fundamental Purchaser Representations shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 8.4 or Section 8.5 is delivered by the

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Velocity Indemnified Party to the Purchaser, as the case may be, within [Redacted – commercially sensitive information] of the Closing Date.

(b) Notwithstanding Section 8.3(a), any Claim arising out of any breach of any representation or warranty in respect of which indemnity may be sought that was caused as a result of fraud or fraudulent misrepresentation may be brought at any time on or prior to the latest date permitted by Applicable Law.

(i) Velocity shall not be liable to any Purchaser Indemnified Party in respect of any breach of any representation, warranty or covenant of Velocity in this Agreement or the Funding and Technical Services Agreement (A) unless and until the aggregate amount of all Losses exceeds [Redacted – commercially sensitive information] and then to the extent of the aggregate amount of all Losses as agreed or determined and not just the excess; and (B) and no such individual Loss of less than [Redacted – commercially sensitive information] shall be considered in determining whether the aggregate Losses exceed the [Redacted – commercially sensitive information] threshold; and

(ii) Velocity's maximum liability under Section 8.1 in respect of any breach of any representation or warranty of Velocity contained in this Agreement shall not exceed:

(A) [Redacted – commercially sensitive information] in respect of all Claims arising out of any breach of any of the Fundamental Velocity Representations with respect to the Tintyava Exploration Assets;

(B) [Redacted – commercially sensitive information] in respect of all Claims arising out of any breach of any of the Fundamental Velocity Representations with respect to the Non-Tintyava Exploration Assets;

(C) [Redacted – commercially sensitive information] in respect of all Claims arising out of any breach of any of the representations and warranties of Velocity contained in this Agreement with respect to the Tintyava Exploration Assets, other than the relevant Fundamental Velocity Representations; and

(D) [Redacted – commercially sensitive information] in respect of all Claims arising out of any breach of the representations and warranties of Velocity contained in this Agreement with respect to the Non-Tintyava Exploration Assets, other than the relevant Fundamental Velocity Representations,

in each case in the aggregate; provided that the foregoing limitations shall not apply in the case of fraud or fraudulent misrepresentation by Velocity.

(d) Notwithstanding any other provision of this Agreement:

(i) Velocity shall not be liable to any Purchaser Indemnified Party under Section 8.1(c) in respect of Taxes that arise as a result of the Purchaser or any of the Acquired Target Companies, at any time after the Closing Date:

(A) filing any amended Tax Return (except to the extent required by Applicable Law as determined upon the advice from outside legal counsel); or

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(B) signing any waiver or other document or instrument extending the period within which a Governmental Authority may issue a notice of assessment or reassessment,

in either case for any taxation year of the Acquired Target Companies ending on, before or at the Closing Date or any portion of a Straddle Period of an acquired Target Company ending on or before the Closing Date.

(ii) Velocity shall not be liable to any Purchaser Indemnified Party under Section 8.1(c) in respect of Taxes that arise as a result of:

(A) a post-Closing change in any Tax Law or a post-Closing publicly announced or disseminated change in the policy of any Governmental Authority in administering any Tax Law;

(B) a post-Closing reorganization involving an Acquired Target Company; or

in any case, which has the effect of creating a liability for Taxes for an Acquired Target Company with respect to any taxation year of the Acquired Target Companies ending on, before or at the Closing Date or any portion of a Straddle Period of an acquired Target Company ending on or before the Closing Date.

(iii) Any Claim with respect to any Taxes, including any Claim under Section 8.1(c), shall be wholly barred and unenforceable unless a written notice of claim in accordance with Section 8.4 or Section 8.5 is delivered by the Purchaser Indemnified Party to Velocity within 30 days after the date on which the relevant Governmental Authorities are no longer entitled to commence any Tax Proceeding in respect of the Taxes in question.

(e) Notwithstanding any other provision of this Agreement, it is agreed by the Parties that any technical, economic or geological information of any nature concerning the Mining and Exploration Rights, including any maps, plans, exploration data, drill logs and other drilling data, core tests, samples, pulps, reports, photographs, surveys, assays, analyses, reports, mining models, assays, geochemical reports, recovery reports and other information concerning the Mining and Exploration Rights, and the existence, location, quantity, quality or value of any minerals thereon or therein, provided to, or made available by a Seller (or its Representatives) to the Purchaser in connection with this Agreement and the transactions contemplated hereby, is provided without representation or warranty and is at the sole risk of the Purchaser. Such information is provided "as is, where is" and the Purchaser expressly disclaims all express or implied warranties concerning same, and expressly excludes any warranties of merchantability or fitness for any particular purpose.

8.4 Third Party Indemnification

Promptly after the assertion by any third party of any Third Party Proceeding against any Velocity Indemnified Party or Purchaser Indemnified Party (each, an "Indemnified Party") that results or may result in the incurrence by such Indemnified Party of any Loss for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, such Indemnified Party shall promptly notify the Party from whom such indemnification is or may be sought (the "Indemnifying Party") of such Third Party Proceeding. Such notice shall also specify with reasonable detail the factual basis for the Third Party Proceeding and the amount claimed by the third party. The failure to promptly provide such notice shall

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not relieve the Indemnifying Party of any obligation to indemnify the Indemnified Party, except to the extent such failure prejudices the Indemnifying Party's ability to defend or settle the Third Party Proceedings. Thereupon, the Indemnifying Party shall have the right, upon written notice (the "Defence Notice") to the Indemnified Party within 30 days after receipt by the Indemnifying Party of notice of the Third Party Proceeding to participate in or assume control of the negotiation, settlement and defence of the Third Party Proceeding, at its own expense, in its own name or, if necessary, in the name of the Indemnified Party, provided that the Indemnifying Party shall act diligently and in good faith when conducting the defence and shall obtain prior written approval of the Indemnified Party (not to be unreasonably withheld, delayed or conditioned) prior to the appointment of a counsel. Any Indemnified Party shall have the right to employ separate counsel in any Third Party Proceeding to reasonably participate in (but not control) the defence thereof, but the fees and expenses of such counsel shall not be included as part of any Losses incurred by the Indemnified Party unless (a) the Indemnifying Party failed to give the Defence Notice; or (b) the employment of such counsel at the expense of the Indemnifying Party has been specifically authorized in writing by the Indemnifying Party. The Party conducting the defence of any Third Party Proceeding shall keep the other Party reasonably apprised of all significant developments (and consult with the other Party in respect of same) and shall not enter into any settlement, compromise or consent to judgment with respect to such Third Party Proceeding unless (a) the Indemnifying Party and the Indemnified Party consent, which consent shall not be unreasonably withheld, delayed or conditioned; or (b) the settlement: (i) releases the Indemnified Party and its Affiliates (in the case of a defence conducted by the Indemnifying Party) or the Indemnifying Party and its Affiliates (in the case of a defence conducted by the Indemnified Party) from all liabilities and obligations with respect to such Third Party Proceeding; (ii) contains no admission of any wrongdoing, violation of law or infringement of any rights of any Person on the part of the Indemnified Party and its Affiliates (in the case of a defence conducted by the Indemnifying Party) or the Indemnifying Party and its Affiliates (in the case of a defence conducted by the Indemnified Party); and (iii) provides as the claimant's or plaintiff's sole relief monetary damages (that are paid in full by the Indemnifying Party). Each Party shall cooperate, and cause their respective Affiliates to cooperate, in the defence or prosecution of any Third Party Proceeding and shall furnish or cause to be furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith.

8.5 Direct Claim Procedures

In the event an Indemnified Party has a Claim for indemnity under this Article 8 that does not involve a Third Party Proceeding, the Indemnified Party agrees to give prompt notice in writing of such Claim to the Indemnifying Party. Such notice shall set forth in reasonable detail such Claim and the basis for indemnification. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent such failure prejudices the Indemnifying Party's ability to defend or settle the Claim. If the Indemnifying Party does not notify the Indemnified Party within 30 days following the receipt of a notice with respect to any such Claim that the Indemnifying Party disputes its indemnity obligation to the Indemnified Party for any Losses with respect to such Claim, such Losses shall be conclusively deemed a liability of the Indemnifying Party and the Indemnifying Party shall promptly pay to the Indemnified Party any and all Losses arising out of such Claim. If the Indemnifying Party has timely disputed its indemnity obligation for any Losses with respect to such claim, the Parties shall proceed to negotiate a resolution of such dispute and, if not resolved through negotiations within a period of 20 Business Days, such dispute shall be resolved pursuant to Section 10.18.

8.6 Other Limitations

(a) The amount of any Loss that is subject to indemnification under this Article 8 of any Indemnified Party shall be determined after taking into account any insurance proceeds and any other amounts (including refunds or credits of Taxes) actually recovered from other Persons in respect of the subject of such Loss (less any reasonable costs and expenses incurred in connection with such

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recovery) and the present value of related realized net Tax benefits (including Tax credits, deductions and other favourable Tax attributes). If any such insurance proceeds or recoveries from other Persons are received by an Indemnified Party after receiving payment or reimbursement for any Loss by an Indemnifying Party, such Indemnified Party shall promptly account and cause to be paid to such Indemnifying Party an amount equal to the lesser of such insurance proceeds or recoveries or the amount of such Loss previously paid or reimbursed. The Indemnified Party shall use its commercially reasonable efforts to obtain such insurance proceeds, other amounts recovered and Tax benefits.

(b) Each Indemnified Party shall use its reasonable efforts to mitigate any Loss for which such Indemnified Party seeks indemnification under this Agreement. If such Indemnified Party mitigates its Loss after the Indemnifying Party has paid the Indemnified Party under any indemnification provision of this Agreement in respect of such Loss, the Indemnified Party shall notify the Indemnifying Party and promptly pay to the Indemnifying Party the extent of the actual recovery by such Indemnified Party as a result of such mitigation (less the Indemnified Party's actual reasonable costs and expenses incurred in connection with such mitigation).

(c) Notwithstanding anything to the contrary in this Agreement, if on the Effective Date the Purchaser or any of its directors or officers knows or is aware of any information based on which they could reasonably be expected to conclude that the relevant information would cause one or more of the representations or warranties made by Velocity to be breached as of the date made or as of the Closing Date, the applicable Purchaser Indemnified Party shall have no right or remedy after the Closing Date with respect to such breach and shall be deemed to have waived its rights to indemnification in respect thereof.

(d) Notwithstanding anything to the contrary in this Agreement, the Parties shall not be liable under this Agreement in respect of:

(i) any consequential, special, incidental, indirect or punitive damages or Losses, lost profits, unrealized expectations or similar items;

(ii) any Loss which is contingent unless and until such contingent Loss becomes an actual Loss that is due and payable;

(iii) any Loss to the extent that such Loss arises due to a failure by the other Party to comply with any of its obligations under this Agreement;

(iv) without prejudice to the Purchaser's rights to bring a Claim arising out of any breach or inaccuracy of any of the Tax Representations or the Purchaser's rights to bring a Claim under Section 8.1(c), any Loss to the extent that it is a result of:

(A) any matter, act, omission or circumstance to be done pursuant to and in compliance with this Agreement or otherwise at the request in writing, or with the approval in writing, of the other Party or its Affiliates (which Affiliates shall, before the Closing Date, include the Acquired Target Companies with respect to Velocity and, after the Closing Date, include the Acquired Target Companies with respect to the Purchaser);

(B) any matter, act, omission or circumstance of the other Party or its Affiliates (which Affiliates shall, before the Closing Date, include the Acquired Target Companies with respect to Velocity and, following the Closing Date, include the Acquired Target Companies with respect to the Purchaser);

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(v) any Loss to the extent that it is a result of:

(A) any changes in Applicable Law or changes in generally accepted interpretation or application of Applicable Law after the Effective Date (and in respect of any Claims with respect to only Tax Losses, the Closing Date); or
(B) any changes in IFRS, Bulgarian Accounting Standards or generally accepted interpretations or applications thereof after the Effective Date (and in respect of any Claims with respect to only Tax Losses, the Closing Date).

8.7 Assignment of Claims

If the Indemnified Party receives any payment from an Indemnifying Party in respect of any Losses pursuant to this Article 8 and the Indemnified Party has a right to recover all or a part of such Losses from a third party (a "Potential Contributor") based on the underlying claim asserted against an Indemnifying Party, the Indemnified Party shall assign to the Indemnifying Party the rights that are related to the portion of the Losses indemnified by the Indemnifying Party. Such assignment shall not extend to any broader rights or claims against the Potential Contributor unrelated to the indemnified Losses and shall be limited to what is reasonably necessary to permit such Indemnifying Party to recover from the Potential Contributor the amount of the payment made.

8.8 Exclusive Remedy

Except as expressly set forth in this Agreement, the Purchaser waives any rights and claims it may have against Velocity or any of its Affiliates, whether in law or in equity, relating to the Target Companies, the Optioned Shares, or the transactions contemplated hereby. After the Closing, this Article 8 shall provide the exclusive remedy for any misrepresentation or breach of any representation or warranty, covenant or other agreement under this Agreement or any other claim arising out of this Agreement or the transactions contemplated hereby; provided that nothing in this Article 8 or elsewhere in this Agreement is intended, or shall otherwise be deemed, to limit or waive the Purchaser's right to make a claim for fraud.

ARTICLE 9 TERMINATION

9.1 Termination

(a) This Agreement may be terminated prior to the Closing (except in the case of Section 9.1(a)(iv) which may only be exercised prior to the Velocity Meeting):

(i) any time, by the mutual written agreement of Velocity and the Purchaser;
(ii) by Velocity if Velocity is not then in material breach of its covenants under this Agreement and the Purchaser is (i) in material breach of any of its representations, warranties or covenants contained in this Agreement; or (ii) has failed to meet any Cash Call (as defined in the Funding and Technical Services Agreement) made by Velocity in respect of the Maintenance Obligations within the timeframes set forth in the Funding and Technical Services Agreement or maintain the [Redacted – commercially sensitive information] contingency reserve account balance as required under the Funding and Technical Services Agreement and such breach (A) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.3; (B) cannot be or has not been cured within 20 Business Days following delivery to the Purchaser of written notice of such breach; and (C) has not been waived by Velocity;

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(iii) by the Purchaser if the Purchaser is not then in material breach of its covenants under this Agreement and Velocity is in material breach of any of its representations, warranties or covenants contained in this Agreement or the Funding and Technical Services Agreement and such breach (A) would give rise to the failure of a condition set forth in Section 7.1 or Section 7.2; (B) cannot be or has not been cured within 20 Business Days following delivery to Velocity of written notice of such breach; and (C) has not been waived by the Purchaser;

(iv) by Velocity if Velocity, in accordance with Section 6.3(b), enters into a written agreement (other than a confidentiality agreement permitted by Section 6.3(a)(iii)) concerning a Superior Proposal, provided that such termination by Velocity under this Section 9.1(a)(iv) shall not be effective unless and until Velocity shall have paid the Superior Proposal Termination Payment to the Purchaser in accordance with Section 9.2(i) and instructed the Escrow Agent to release and transfer to the Purchaser the Purchaser Closing Failure Termination Payment and, if in escrow, the Deposit Top-Up Amount;

(v) by the Purchaser if: (A) the Velocity Board or any of its committees withdraws, modifies or qualifies, in a manner adverse to the Purchaser or its Affiliates, the approval or recommendation of this Agreement or the transactions contemplated by this Agreement or publicly proposes to do so; (B) the Velocity Board or any of its committees fails to publicly reconfirm its approval or recommendation of this Agreement or the transactions contemplated by this Agreement within five Business Days after having received a request to do so from the Purchaser; or (C) the Velocity Board or any of its committees accepts, approves or recommends, or publicly proposes to accept, approve or recommend an Acquisition Proposal;

(vi) by Velocity if the Closing has not occurred on or before the Outside Date; provided that Velocity may not terminate this Agreement pursuant to this Section 9.1(a)(vi) if the failure of the Closing to occur on or prior to the Outside Date has been caused by, or is a result of, a breach by Velocity of any of its representations or warranties or the failure of Velocity to perform any of its covenants or agreements under this Agreement;

(vii) by the Purchaser if the Closing has not occurred on or before the Outside Date; provided that the Purchaser may not terminate this Agreement pursuant to this Section 9.1(a)(vii) if the failure of the Closing to occur on or prior to the Outside Date has been caused by, or is a result of, a breach by the Purchaser of any of its representations or warranties or the failure of the Purchaser to perform any of its covenants or agreements under this Agreement;

(viii) by the Purchaser if Velocity fails to obtain the Velocity Shareholder Approval within 60 days of the Effective Date;

(ix) by Velocity if (i) all of the conditions set forth in Sections 7.1, 7.2 and 7.3 have been satisfied or waived as herein provided (in each case, other than those conditions which by their nature can only be satisfied at the Closing, each of which shall then be capable of being satisfied at the Closing); and (ii) the Purchaser fails to complete the Closing at the Closing Time; or

(x) by Purchaser if (i) all of the conditions set forth in Sections 7.1, 7.2 and 7.3 have been satisfied or waived as herein provided (in each case, other than those conditions which by their nature can only be satisfied at the Closing, each of which shall then be capable of

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being satisfied at the Closing); and (ii) Velocity fails to complete the Closing at the Closing Time.

(b) The Party desiring to terminate this Agreement pursuant to Sections 9.1(a)(ii) through 9.1(a)(x) (inclusive) shall give written notice of such termination to the other Party.

9.2 Effect of Termination; Fees on Account of Termination

(a) The payments due on upon the termination of this Agreement pursuant to Section 9.1 may be summarized as follows:

[Redacted – commercially sensitive information]

(b) The foregoing is a summary only and in the event of any inconsistency between the foregoing summary and following text of Section 9.2, the text shall supersede the summary.

(c) Except as set forth herein, each Party's right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination shall not be an election of remedies.

(d) If this Agreement is terminated by the mutual agreement of the Parties pursuant to Section 9.1(a)(i), then:

(i) the Purchaser shall not have acquired or be entitled to any right, interest (beneficial or otherwise) or title in and to any of the Optioned Shares, the Kibela Tintyava Exploration shares, the Target Companies or the Subject Assets; and

(ii) the return of the Deposit (if received by Velocity), the Purchaser Closing Failure Termination Payment, and, if in escrow, the Deposit Top-Up Amount, the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price, to the Purchaser and any other payments to either Party shall be determined by the mutual agreement of the Parties.

(e) If this Agreement is terminated by Velocity pursuant to Section 9.1(a)(ii) or 9.1(a)(ix) (each, a "Purchaser Closing Failure Termination Event"), then:

(ii) Velocity shall be entitled to retain the full amount of the Transaction Fee and the Deposit;

(iii) Velocity shall be entitled to the payment of the Purchaser Closing Failure Termination Payment in accordance with Section Error! Reference source not found.; and

(iv) the Purchaser shall be entitled to the return of, if in escrow, the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price in accordance with Section Error! Reference source not found.,

and Velocity's retention of the Transaction Fee, the Deposit and actual receipt of the Purchaser Closing Failure Termination Payment shall be the sole and exclusive remedy of Velocity against the Purchaser, in each case, caused by, arising out of, relating to, in connection with or as a result of the Purchaser Closing Failure Termination Event.

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(f) If this Agreement is terminated by the Purchaser pursuant to Section 9.1(a)(iii) (a "Velocity Closing Failure Termination Event"), then:

(i) the Purchaser shall not have acquired or be entitled to any right, interest (beneficial or otherwise) or title in and to any of the Optioned Shares, the Kibela Tintyava Exploration Shares, the Target Companies or the Subject Assets;

(ii) Velocity shall pay the Purchaser the Transaction Fee Refund within 20 Business Days following such termination by the Purchaser;

(iii) if Velocity has received the Deposit, Velocity shall return to the Purchaser the full amount of the Deposit within 20 Business Days following such termination by the Purchaser; and

(iv) the Purchaser shall be entitled to the return of the Purchaser Closing Failure Termination Payment, and, if in escrow, the Deposit Top-Up Amount, the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price in accordance with Section Error! Reference source not found.,

and the Purchaser's actual receipt of the Transaction Fee Refund, the Deposit (if Velocity has received the Deposit) and the Purchaser Closing Failure Termination Payment and, if in escrow, the Deposit Top-Up Amount, the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price shall be the sole and exclusive remedy of the Purchaser against Velocity, in each case, caused by, arising out of, relating to, in connection with or as a result of the Velocity Closing Failure Termination Event.

(g) If this Agreement is terminated by Velocity or the Purchaser pursuant to Section 9.1(a)(vi) or 9.1(a)(vii), respectively (each, a "General Closing Failure Termination Event"), then:

(i) the Purchaser shall not have acquired or be entitled to any right, interest (beneficial or otherwise) or title in and to any of the Optioned Shares, the Kibela Tintyava Exploration Shares, the Target Companies or the Subject Assets;

(ii) Velocity shall pay the Purchaser the Transaction Fee Refund within 20 Business Days following such termination by the Purchaser or Velocity;

(iii) Velocity shall be entitled to retain the full amount of the Deposit;

(iv) if this Agreement is terminated by:

(A) Velocity pursuant to Section 9.1(a)(vi) and if the Closing failure is attributable to the Purchaser, then Velocity shall be entitled to the payment of the Purchaser Closing Failure Termination Payment in accordance with Section Error! Reference source not found.;

(B) Velocity pursuant to Section 9.1(a)(vi) and if the Closing failure is not attributable to the Purchaser, then the Purchaser shall be entitled to the payment of the Purchaser Closing Failure Termination Payment in accordance with Section Error! Reference source not found.; or

(C) the Purchaser pursuant to Section 9.1(a)(vii), then the Purchaser shall be entitled to the return of the Purchaser Failure Termination Payment in accordance with Section Error! Reference source not found.; and

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(v) the Purchaser shall be entitled to the return of, if in escrow, the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price in accordance with Section Error! Reference source not found.,

and (1) Purchaser's actual receipt of the Transaction Fee Refund; and (2) Velocity's retention of the Deposit and actual receipt of the Purchaser Closing Failure Termination Payment or the Purchaser's actual receipt of the Purchaser Closing Failure Termination Payment and, if in escrow, the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price, shall be the sole and exclusive remedy of Velocity against the Purchaser or of the Purchaser against Velocity, in each case, caused by, arising out of, relating to, in connection with or as a result of the General Closing Failure Termination Event.

(h) If this Agreement is terminated by the Purchaser pursuant to Section 9.1(a)(x) (an "Extraordinary Velocity Closing Failure Termination Event"), then:

(i) the Purchaser shall not have acquired or be entitled to any right, interest (beneficial or otherwise) or title in and to any of the Optioned Shares, the Kibela Tintyava Exploration Shares, the Target Companies or the Subject Assets;

(ii) if Velocity has received the Deposit, Velocity shall return to the Purchaser the full amount of the Deposit within 20 Business Days following such termination by the Purchaser;

(iii) the Purchaser shall be entitled to the return of the Purchaser Closing Failure Termination Payment, the Completion Payment and the Non-Tintyava Exploration Assets Purchase Price in accordance with Section Error! Reference source not found.; and

(iv) Velocity shall pay to the Purchaser (A) an amount equal to the actual out-of-pocket costs and expenses (including reasonable legal and accounting fees) incurred by the Purchaser (i) in connection with the negotiation and settlement of this Agreement; and (ii) as a result of the exploration and development activities conducted on or in respect of the Rozino Project (including any drilling, EIA and feasibility study expenses) up to a total aggregate amount of [Redacted – commercially sensitive information] (the "Exploration Expense Reimbursement"); and (B) [Redacted – commercially sensitive information] in liquidated damages, which amounts will be due and payable within 12 months following such termination by the Purchaser,

and the Purchaser's actual receipt of the Deposit, the Purchaser Closing Failure Termination Payment, the Completion Payment, the Non-Tintyava Exploration Assets Purchase Price, the Exploration Expense Reimbursement and [Redacted – commercially sensitive information] in liquidated damages shall be the sole and exclusive remedy of the Purchaser against Velocity, in each case, caused by, arising out of, relating to, in connection with or as a result of the Extraordinary Velocity Closing Failure Termination Event.

(i) If this Agreement is terminated by either Party pursuant to Section 9.1(a)(iv) or Section 9.1(a)(v) (a "Superior Proposal Termination Payment Event"), then:

(i) the Purchaser shall not have acquired or be entitled to any right, interest (beneficial or otherwise) or title in and to any of the Optioned Shares, the Kibela Tintyava Exploration Shares, the Target Companies or the Subject Assets;

(ii) the Purchaser shall be entitled to the return of the Purchaser Closing Failure Termination Payment and, if in escrow, the Deposit Top-Up Amount in accordance with Section Error!

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Reference source not found.; and

(iii) the Purchaser shall be entitled to the payment of the Superior Proposal Termination Payment by Velocity and the repayment of the Transaction Fee, which in each case shall be paid by Velocity within 20 Business Days following such termination,

and the Purchaser's actual receipt of the Purchaser Closing Failure Termination Payment and the Superior Proposal Termination Payment and the repayment of the Transaction Fee shall be the sole and exclusive remedy of the Purchaser against Velocity, in each case, caused by, arising out of, relating to, in connection with or as a result of the Superior Proposal Termination Payment Event.

(j) If this Agreement is terminated by the Purchaser pursuant to Section 9.1(a)(viii) (a "Shareholder Approval Failure Termination Event"), the Purchaser may elect, by written notice to Velocity within five Business Days of such termination, to receive and Velocity shall pay to the Purchaser the Shareholder Approval Failure Termination Payment. If such election is made by the Purchaser, then:

(i) the Purchaser shall not have acquired or be entitled to any right, interest (beneficial or otherwise) or title in and to any of the Optioned Shares, the Kibela Tintyava Exploration Shares, the Target Companies or the Subject Assets;

(ii) the Purchaser shall be entitled to the return of the Purchaser Closing Failure Termination Payment and, if in escrow, the Deposit Top-Up Amount in accordance with Section Error! Reference source not found.; and

(iii) the Purchaser shall be entitled to the payment of the Shareholder Approval Failure Termination Payment and the repayment of the Transaction Fee by Velocity, which in each case shall be paid by Velocity within 20 Business Days following such termination by the Purchaser,

and the Purchaser's actual receipt of the Purchaser Closing Failure Termination Payment and the Shareholder Approval Failure Termination Payment and the repayment of the Transaction Fee shall be the sole and exclusive remedy of the Purchaser against Velocity, in each case, caused by, arising out of, relating to, in connection with or as a result of Shareholder Approval Failure Termination Event.

(k) The Parties acknowledge and agree that in no event shall Velocity be required to pay both the Shareholder Approval Failure Termination Payment and the Superior Proposal Termination Payment at the same instance; provided further, for the avoidance of doubt, that any such Shareholder Approval Failure Termination Payment which is paid shall be credited against any Superior Proposal Termination Payment payable under Section 9.2(i).

(l) The Purchaser acknowledges that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement and that without these agreements, Velocity would not enter into this Agreement. The Parties acknowledge and agree that the Purchaser Closing Failure Termination Payment is not excessive or unreasonably large or a penalty, but rather is liquidated damages in a reasonable amount that shall compensate Velocity and the Target Companies for the efforts and resources expended while negotiating this Agreement and the other Transaction Documents and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and for Losses likely to be incurred or suffered as a result of termination under a Purchaser Closing Failure Termination Event, which amount would otherwise be impossible to calculate with precision.

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(m) Velocity acknowledges that the agreements contained in this Section 9.2 are an integral part of the transactions contemplated by this Agreement and that without these agreements, the Purchaser would not enter into this Agreement. The Parties acknowledge that each of the Exploration Expense Reimbursement, liquidated damages of [Redacted – commercially sensitive information], the Superior Proposal Termination Payment, the Shareholder Approval Failure Termination Payment and/or the repayment of the Deposit, as applicable, is not excessive or unreasonably large or a penalty, but rather is liquidated damages in a reasonable amount that shall compensate the Purchaser for the efforts and resources expended while negotiating this Agreement and the other Transaction Documents and, in the case of the Superior Proposal Termination Payment and the repayment of the Deposit, in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated hereby, and for Losses likely to be incurred or suffered as a result of termination under a Velocity Closing Failure Termination Event, an Extraordinary Velocity Closing Failure Termination Event, Shareholder Approval Failure Termination Event or a Superior Proposal Termination Payment Event or a breach by Velocity of any of its representations or warranties or the failure of Velocity to perform any of its covenants or agreements under this Agreement, which amount would otherwise be impossible to calculate with precision.

(n) If this Agreement is terminated pursuant to Section 9.1, all further obligations of the Parties under this Agreement shall terminate, except that the provisions under Sections 5.3, 5.4 and 9.2 and Article 10 shall survive any such termination.

ARTICLE 10

GENERAL

10.1 Purchaser Acknowledgements

The Purchaser is an informed and sophisticated purchaser, and has engaged expert advisors, experienced in the evaluation and purchase of companies such as the Target Companies as contemplated hereunder. The Purchaser has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. Without limiting the generality of the foregoing, the Purchaser acknowledges that Velocity makes no representation or warranty with respect to (i) any projections, estimates, forecasts or budgets delivered to or made available to the Purchaser, of future revenues, future results of operations (or any component thereof), future cash flows, future financial condition (or any component thereof) or future mineral resources and reserves or production of the Target Companies, future licence or permit grants required for business and operations of the Target Companies, or the future business and operations of the Target Companies; or (ii) any other information or documents made available to the Purchaser or the Purchaser's Representatives with respect to the Target Companies or their respective businesses or operations, in each case except as expressly set forth in this Agreement.

10.2 Costs and Expenses

Except as otherwise set forth in this Agreement, the Parties shall pay for their own respective costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement.

10.3 Method of Payment and Set Off

(a) Any payments pursuant to this Agreement or the Funding and Technical Services Agreement shall be made in full, without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by Law or as otherwise agreed).

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(b) Any payments pursuant to this Agreement or the Funding and Technical Services Agreement shall be effected by crediting for same day value the account specified by Velocity or the Purchaser (as the case may be) on behalf of the Party entitled to the payment reasonably in advance and in sufficient detail to enable payment by electronic transfer to be effected on or before the due date for payment.

(c) Payment of a sum in accordance with this Section 10.3 shall constitute a payment in full of the sum payable and shall be a good discharge to the payer (and those on whose behalf such payment is made) of the payer's obligation to make such payment and the payer (and those on whose behalf such payment is made) shall not be obliged to see to the application of the payment as between those on whose behalf the payment is received.

10.4 Grossing-up

(a) All sums payable under this Agreement shall be paid free and clear of all deductions, withholdings, set-offs or counterclaims whatsoever save only as may be permitted by Section 10.3 or required by law. If any deductions or withholdings are required by Law, the Party making the payment shall (except in the case of the consideration payable under Sections 2.2 and 2.3, be obliged to pay to the other Party such sum as will after such deduction or withholding has been made leave the other party with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding, provided that if either Party shall have assigned or novated the benefit in whole or in part of this Agreement then the liability of the other Party under this Section 10.4(a) shall be limited to that (if any) which it would have been had no such assignment or novation taken place.

(b) The recipient or expected recipient of a payment under this Agreement shall claim from the appropriate Tax Authority any exemption, rate reduction, refund, credit or similar benefit (including pursuant to any relevant double tax treaty) to which it is entitled in respect of any deduction or withholding in respect of which a payment has been or would otherwise be required to be made pursuant to Section 10.4(a) and, for such purposes, shall, within any applicable time limits, submit any claims, notices, returns or applications and send a copy thereof to the payer.

(c) If the recipient of a payment made under this Agreement receives a credit for or refund of any Taxes payable by it or similar benefit by reason of any deduction or withholding for or on account of Taxes then it shall reimburse to the other party such part of such additional amounts paid to it pursuant to Section 10.4(a) above as the recipient of the payment certifies to the other party will leave it (after such reimbursement) in no better and no worse position than it would have been if the other party had not been required to make such deduction or withholding.

(d) Where any payment is made under this Agreement pursuant to an indemnity, compensation or reimbursement provision and that sum is subject to a charge to Taxes in the hands of the recipient or would be in the absence of any reliefs then the sum payable shall be increased to such sum as will ensure that:

(i) after payment of such Taxes (including any Taxes which would have been charged in the absence of any reliefs); and

(ii) after giving credit for any relief available to the recipient in respect of the matter giving rise to the payment

the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxes provided that if either Party shall have assigned or novated the benefit in

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whole or in part of this Agreement then the liability of the other Party under this Section 10.4(d) shall be limited to that (if any) which it would have been had no such assignment or novation taken place.

(e) Section 10.4(d) shall not apply:

(i) to Taxes attributable to a payment being properly treated as an adjustment to the consideration paid by the Purchaser for the Acquired Target Companies; or

(ii) if and to the extent that the amount of the indemnity, compensation or reimbursement payment has already been increased to take account of the Taxes that will or would be charged on receipt.

(f) Where any sum constituting an indemnity, compensation or reimbursement to any Party is paid to a Person other than the Party but is treated as taxable in the hands of the Party, the payer shall promptly pay to the Party such sum as shall reimburse the Party for all Taxes suffered by it or which would have been suffered in the absence of any reliefs in respect of the payment (after giving credit for any relief available to the Party in respect of the matter giving rise to the payment) provided that if either Party shall have assigned or novated the benefit in whole or in part of this Agreement then the liability of the other party under this Section 10.4(f) shall be limited to that (if any) which it would have been had no such assignment or novation taken place.

10.5 VAT

(a) Where under the terms of this Agreement or the Funding and Technical Services Agreement one Party is liable to indemnify, compensate or reimburse another Party in respect of any costs, charges or expenses, the payment shall include an amount equal to any VAT thereon not otherwise recoverable by the other Party, subject to that Party using reasonable endeavours to recover such amount of VAT as may be practicable.

(b) If any payment under this Agreement or the Funding and Technical Services Agreement constitutes the consideration for a taxable supply for VAT purposes, then (i) the recipient shall provide to the payer a valid VAT invoice; and (ii) except where the reverse charge procedure applies, and subject to the provision of a valid VAT invoice in accordance with (i), in addition to that payment the payer shall pay to the recipient any VAT due.

10.6 Assignment, Successors, etc.

(a) This Agreement shall ensure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except as expressly provided herein, no Party shall assign this Agreement or any of the benefits hereof or obligations hereunder without the prior written consent of the other Parties.

(b) In the event that any Party proposes to enter into any acquisition, amalgamation, arrangement, merger or combination or any transaction pursuant to which another Person or a successor to such Party becomes bound by the provisions of this Agreement by agreement or by operation of law, the Person resulting from such acquisition, amalgamation, arrangement, merger, combination or transaction shall enter into an agreement in form and substance reasonably satisfactory to the other Parties, pursuant to which such Person agrees to be bound by this Agreement as though it were a party hereto in the place of the Party entering into the acquisition, amalgamation, arrangement, merger, combination or transaction.

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10.7 Time

Time shall be of the essence of this Agreement and the other Transaction Documents.

10.8 Further Assurances

Each Party shall, and shall use reasonable endeavours to procure that any necessary third party shall, from time to time, execute such documents and do such acts and things as the requesting party may reasonably require in order to carry out the provisions of this Agreement and the Transaction Documents and give effect to the transactions contemplated hereby and thereby.

10.9 Entire Agreement

This Agreement, together with each of the other Transaction Documents (each when executed), constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof. This Agreement, together with each of the other Transaction Documents (each when executed) cancels and supersedes any prior understandings and agreements among the Parties or any of them with respect thereto without any remaining liability to the Parties (including the Letter Agreement). There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, among the Parties other than as expressly set forth in the Transaction Documents. Without limiting the generality of Section 10.1, each Party acknowledges and agrees that it has not relied on or been induced to enter into this Agreement by any representation or warranty given by the other Party other than those representations and warranties expressly set forth in the Transaction Documents.

10.10 Severability

If any provision of this Agreement is invalid, illegal or unenforceable enforced by any Applicable Law or is otherwise determined by a tribunal or court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not fundamentally changed. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to reflect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

10.11 Amendments and Waivers

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by each of the Parties. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

10.12 Notices

Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing in English and shall be delivered by hand, international courier service or email (so long as receipt of such email is requested and received) addressed to the recipient as follows:

(a) To Velocity:

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Velocity Minerals Ltd.
Suite 890, 999 West Hastings Street
Vancouver, British Columbia
Canada, V6C 2W2

Attention: Keith Henderson
Email: [Redacted – confidential information]

with a copy (which shall not constitute notice) to:

Lotz & Company
Suite 880, 320 Granville Street
Vancouver, British Columbia
Canada, V6C 1S9

Attention: Jonathan Lotz
Email: [Redacted – confidential information]

(b) To the Purchaser:

Türker Global Madencilik Sanayi Ve Ticaret A.Ş.
Dumlupınar Bulv. 274/7 B Blok Kat No. 6
06530 Çankaya/Ankara
Türkiye

Attention: Hakan Aslan
Email: [Redacted – confidential information]

with a copy (which shall not constitute notice) to:

Türker Global Madencilik Sanayi Ve Ticaret A.Ş.
Dumlupınar Bulv. 274/7 B Blok Kat No. 6
06530 Çankaya/Ankara
Türkiye

Attention: Gökçe Öztürk
Email: [Redacted – confidential information]

or such other address as may be designated by written notice given by any Party to the other. All demands, notices or other communications shall be effective upon receipt and shall be deemed received at the time of delivery if delivered by hand or courier, or at the time of sending if sent by email, provided that receipt shall not occur if the sender receives an automated message from the email service provider that the email has not been delivered to the recipient. If deemed receipt under this Section 10.12 is not between 9:00 a.m. to 5:00 p.m. Monday to Friday on a day that is Business Day in the place of receipt, all demands, notices or other communications shall be deemed received on the next succeeding Business Day.

10.13 Remedies Cumulative

Subject to Section 8.8, the rights and remedies of the Parties under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a Party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that Party may be entitled.

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10.14 Third Party Beneficiaries

(a) The provisions of Section 8.1 and Section 10.16(b) are intended for the benefit of the third Persons mentioned in such provisions (the "Purchaser Third Party Beneficiaries"), as and to the extent applicable with its terms, and shall be enforceable by each of such Purchaser Third Party Beneficiaries and the Purchaser shall hold the rights and benefits of Section 8.1 and Section 10.16(b) in trust and on behalf the Purchaser Third Party Beneficiaries. The Purchaser accepts such trust and agrees to hold the benefit of and enforce the performance of such covenants on behalf of the Purchaser Third Party Beneficiaries.

(b) The provisions of Section 8.2 and Section 10.16(a) are intended for the benefit of each of the third Persons mentioned in such provisions (the "Seller Third Party Beneficiaries"), as and to the extent applicable with its terms, and shall be enforceable by each of such Seller Third Party Beneficiaries and Velocity shall hold the rights and benefits of Section 8.2 and Section 10.16(a) in trust and on behalf of the Seller Third Party Beneficiaries. Velocity accepts such trust and agrees to hold the benefit of and enforce the performance of such covenants on behalf of the Seller Third Party Beneficiaries.

10.15 No Other Third Party Beneficiaries

Except as provided in Sections 8.1, 8.2 and 10.16 and with respect to the Sellers, Sections 5.3, 5.9 and 5.11, a Person who is not a party to this Agreement (in this Section 10.15, each, a "Third Party Beneficiary") has no right under the Contracts (Rights of Third Parties) Act 1999 (UK) to enforce any term of, or enjoy any benefit under, this Agreement, this Agreement is solely for the benefit of:

(a) Velocity and its administrators, legal representatives, successors and permitted assigns, with respect to the obligations of the Purchaser under this Agreement; and

(b) the Purchaser and its administrators, legal representatives, successors and permitted assigns, with respect to the obligations of Velocity under this Agreement,

and this Agreement shall not be deemed to confer upon or give to any other Person any Claim or other right or remedy. For the avoidance of doubt, his Agreement may be terminated and any term may be amended or waived without the consent of the Third Party Beneficiaries referred to in Sections 8.1, 8.2 and 10.16 and with respect to the Sellers, Sections 5.3, 5.9 and 5.11.

10.16 No Personal Liability

(a) No director, officer or employee of Velocity shall have any liability to the Purchaser under this Agreement, any other Transaction Document or any other document delivered in connection with the transactions contemplated hereby and thereby on behalf of Velocity.

(b) No director, officer or employee of the Purchaser shall have any liability to Velocity under this Agreement, any other Transaction Document or any other document delivered in connection with the transactions contemplated hereby and thereby on behalf the Purchaser.

10.17 Governing Law

This Agreement and the Transaction Documents and any non-contractual obligations arising out of or in connection with this Agreement and the other Transaction Documents shall be governed by and construed in accordance with the Laws of England applicable therein without regard to conflicts of law principles that would require application of any other law. Each of the Parties hereby irrevocably agrees and submits to

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the non-exclusive jurisdiction of the courts of England to support and assist the arbitration process set forth in Section 10.18 in respect of all matters arising out of or relating to this Agreement and the Transaction Documents including, if necessary, the grant of interlocutory relief pending the outcome of that process. Each of the Parties hereby agrees that service of any arbitral or legal proceedings relating to this Agreement may be made in accordance with Section 10.12.

10.18 Dispute Resolution

Except as otherwise provided herein, any dispute, controversy or claim arising out of or relating to this Agreement and the other Transaction Documents, including any question regarding its existence, validity, breach or termination of this Agreement, the Funding and Technical Services Agreement or this Section 10.18 or any non-contractual obligation arising out of or in connection herewith and therewith, shall be finally resolved by arbitration in London, England by three arbitrators pursuant to the Rules of Arbitration of the International Chamber of Commerce (the "ICC"), save that unless the Parties agree otherwise:

(a) The third arbitrator, who shall act as president of the tribunal, shall be chosen by the two arbitrators appointed by or on behalf of the Parties. If the third arbitrator is not chosen and nominated to the International Court of Arbitration of the ICC for appointment within 30 days of the date of confirmation of the later of the two party-appointed arbitrators to be confirmed by the International Court of Arbitration of the ICC, the third arbitrator shall be appointed by the International Court of Arbitration of the ICC.

(b) The arbitration shall be conducted in the English language. All documents submitted in a language other than English shall be accompanied by a translation into English, prepared at the expense of the Party who submits the document. The testimony of any witness testifying in a language other than English shall be accompanied by interpretation into English, at the expense of the Party on whose behalf the witness is testifying.

(c) In its award, the tribunal may order one Party to pay the costs of the arbitration and the other Party's travel costs and attorney's fees.

(d) The arbitral award shall be final and binding upon each of the Parties, and may be recognized and enforced in any court.

(e) Notwithstanding any other provision hereof, during the conduct of dispute resolution procedures pursuant to this Section 10.18, the Parties shall continue to perform their respective obligations under this Agreement.

(f) The provisions contained in this Section 10.18 do not preclude any of the Parties from applying for any preliminary or interim injunctive remedies available from the courts in London, England or the Republic of Bulgaria for securing the enforcement of any arbitration award rendered as provided herein. Recourse to the aforementioned courts shall not be construed as a waiver of arbitration.

10.19 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument.

10.20 Electronic Execution

Delivery of an executed signature page to this Agreement by any Party by electronic transmission shall be as effective as delivery of a manually executed copy of this Agreement by such Party.

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[Signature Page Follows]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

VELOCITY MINERALS LTD.

Per:
"Keith Henderson"
Authorized Signatory
Name:
Title

TÜRKER GLOBAL MADENCILIK SANAYI VE TICARET A.Ş.

Per:
"Kazım Türker"
Authorized Signatory
Name:
Title:

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SCHEDULE A

Tintyava Exploration Assets

[Redacted – commercially sensitive information]

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SCHEDULE B

Non-Tintyava Exploration Assets

[Redacted – commercially sensitive information]

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SCHEDULE C

Velocity Deliverables

[Redacted – commercially sensitive information]

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SCHEDULE D

Purchaser Deliverables

[Redacted – commercially sensitive information]

SCHEDULE E

Velocity Representations and Warranties

(1) Velocity is an entity duly incorporated and subsisting under the laws of its jurisdiction of organization, with the corporate power to own its assets and to carry on its business and to perform its obligations and complete the transactions contemplated hereunder.

(2) Velocity has the corporate power, authority and right to enter into and deliver this Agreement and the other Transaction Documents and to transfer the legal and beneficial title and ownership of the Velocity Tethyan Shares and the Velocity Kibela Shares to the Purchaser free and clear of any Encumbrances.

(3) The execution, delivery and performance by Velocity of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action on its part. This Agreement has been duly executed and delivered by Velocity and any other Transaction Document to which Velocity is a party has been (or, in the case of any Transaction Document to be executed after the Effective Date, shall be) duly executed and delivered by Velocity.

(4) This Agreement constitutes, and the other Transaction Documents shall constitute, a valid and legally binding obligation of Velocity, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally.

(5) Subject to receipt of the Required Governmental Approvals and Notifications, the Required Third Party Approvals and Notifications, the Velocity Shareholder Approval and the Exchange Conditional Acceptance, none of the execution, delivery or performance of this Agreement nor any other Transaction Document nor the consummation of the transactions contemplated hereby or thereby by Velocity does or shall result in a violation or breach of, result in a default or the incurrence of any Encumbrance under, or require any action, consent, approval, filing or notice under:

(a) any of the provisions of the organizational documents or articles of Velocity;

(b) any agreement, contract, instrument, arrangement, Permit or understanding to which Velocity is a party or by which Velocity is bound; or

except, in the case of clauses (b) and (c) above, as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Velocity to complete the transactions contemplated by, or perform its obligations under, this Agreement or the other Transaction Documents.

(6) Velocity is conducting its business in material compliance with all Applicable Laws and is duly licensed, registered or qualified in each jurisdiction that Velocity carries on its business to enable it to be carried on as now conducted and its assets to be owned, leased and operated, and all such licences, registrations and qualifications are valid and subsisting and in good standing and none of the same contains any term, provision, condition or limitation that has or may have an adverse effect on the operation of its business or which may be affected by the consummation of the transactions contemplated hereby.

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(7) There is no Claim pending against, or to the knowledge of Velocity, threatened against or affecting, Velocity or any of its properties or assets before any court, arbitrator or Governmental Authority which in any manner could adversely affect the ability of Velocity to perform its obligations under this Agreement or any of the other Transaction Documents or consummate the transactions contemplated hereby or thereby.

(8) Other than finder's fees in the amount of 4% payable by Velocity, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Velocity who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

(9) To the knowledge of Velocity, Velocity has and is conducting its activities, operations and businesses in substantial compliance with Anti-Corruption Laws and has instituted and maintain policies and procedures (including recordkeeping policies and procedures) reasonably designed to ensure compliance therewith, and, to the knowledge of Velocity, Velocity has not engaged in any activity or conduct that has resulted in a violation of any Anti-Corruption Laws.

(10) To the knowledge of Velocity, Velocity is not: (i) (A) the subject of or listed or designated in any Sanctions; or (B) a Person directly or indirectly owned or controlled by, or whose property is deemed under Sanctions to be owned by, a Person described in (A); and (ii) as at the Effective Date conducting business with a Person that is described in clause (i), in each case in violation of applicable Sanctions or Applicable Law.

SCHEDULE F

Velocity Representations and Warranties with Respect to the Tintyava Exploration Companies and the Tintyava Exploration Assets

Corporate and Capitalization

(1) *Each of Tintyava Exploration and its subsidiary Tintyava AgriBio (in this Schedule F, the "Tintyava Exploration Companies") is a company duly organized and subsisting under the laws of its respective jurisdiction of organization and each of the Tintyava Exploration Companies has the requisite legal capacity to carry on its business as now being conducted.

(2) *The authorized, issued and outstanding share capital of the Tintyava Exploration Companies, as of the Effective Date, is as set forth in Section F-(2) of the Velocity Disclosure Letter.

(3) *The Kibela Tintyava Exploration Shares constitute 70% of the issued and outstanding share capital of Tintyava Exploration (and which together with the Gorubso Tintyava Exploration Shares constitute 100% of the issued and outstanding share capital of Tintyava Exploration), and all of the Kibela Tintyava Exploration Shares are legally and beneficially owned by Kibela and have been validly issued, allotted and are fully paid. The Tintyava AgriBio Issued Shares constitute all of the issued and outstanding share capital of Tintyava AgriBio, and all of the Tintyava AgriBio Issued Shares are legally and beneficially owned by Tintyava Exploration and are fully paid. Velocity has not entered into any arrangements that would restrict its ability to exercise its rights over the Kibela Velocity Shares; Kibela has not entered into any arrangements that would restrict its ability to exercise its rights over the Kibela Tintyava Exploration Shares and Tintyava Exploration has not entered into any arrangements that would restrict its ability to exercise its rights over the Tintyava AgriBio shares.

(4) *As of the Closing Time, no Person will have any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment, conversion, exchange or issuance of any unissued shares or redemption of any share capital or other securities of the Tintyava Exploration Companies.

(5) *Except as disclosed in Section F-(5) of the Velocity Disclosure Letter, to the knowledge of Velocity, there are no Claims pending or threatened in relation to the title or the ownership interests of Velocity with respect to Tintyava Exploration and in relation to the title or the ownership interests of Tintyava Exploration with respect to Tintyava AgriBio.

(6) *Except for such Encumbrances as may have been granted by the Purchaser and the rights and obligations set forth herein, and in the Gorubso Tintyava Exploration Share Sale Agreement and the Tintyava Exploration Shareholders' Agreement, there are no Encumbrances on, and no restrictions affecting the transferability of, the shares in the Tintyava Exploration Companies.

(7) Except as disclosed in Section F-(7) of the Velocity Disclosure Letter no Tintyava Exploration Company (i) has any interest in, and has not agreed to acquire, any share capital or other security of any other company or entity (wherever incorporated), nor is a member of any joint venture, consortium, partnership or other unincorporated association; and (ii) has no branch, division, establishment or operations outside of its jurisdiction of organization.

Solvency

(8) *Each Tintyava Exploration Company is solvent and is able to pay its debts as they fall due.

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(9) *Except as disclosed in Section F-(9) of the Velocity Disclosure Letter, there are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or other insolvency proceedings concerning any Tintyava Exploration Company and, to the knowledge of Velocity, no such proceedings are threatened.

(10) *Except as disclosed in Section F-(10) of the Velocity Disclosure Letter, no steps have been taken to enforce any security over any assets of any Tintyava Exploration Company and, to the knowledge of Velocity, no event has occurred to give the right to enforce such security.

Non-Contravention and No Consents

(11) *None of the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby does or shall result in a violation or breach of, result in a default under or require any action, consent, approval, filing or notice under:

(a) any of the provisions of the organizational documents of Tintyava Exploration;

(b) except as disclosed in Section F-(11)(b) of the Velocity Disclosure Letter, any agreement, contract, instrument, Permit or arrangement to which Tintyava Exploration is a party or by which any of them is bound; or

(c) any Applicable Law applicable to Tintyava Exploration, other than the Required Governmental Approvals and Notifications;

except, in the case of clauses (b) and (c) above, as would not, individually or in the aggregate, reasonably be expected to materially impair or disrupt the Business operating in the ordinary course consistent with past practice.

Financial Position & Financial Records

(12) *Except as disclosed in Section F-(12) of the Velocity Disclosure Letter, there is no Indebtedness in respect of the Tintyava Exploration Companies, except for any liabilities arising out of any intragroup arrangements or arrangements with the Purchaser in connection with the transactions contemplated under this Agreement and the Funding and Technical Services Agreement.

(13) *Except as disclosed in Section F-(13) of the Velocity Disclosure Letter, as at the Closing Date the Working Capital of the Tintyava Exploration Companies shall be equal to [Redacted – commercially sensitive information] and the Cash Balances of the Tintyava Exploration Companies shall not be less than [Redacted – commercially sensitive information].

(14) The Tintyava Exploration Financial Statements and the financial books and records in respect of each of the Tintyava Exploration Companies are materially true and correct and present fairly in all material respects the financial position and results of operations and cash flows of such Tintyava Exploration Company as at the date of such Tintyava Exploration Financial Statements and the financial books and records, and as of the Effective Date all material financial transactions of such Tintyava Exploration Company have been accurately recorded in its financial books and records. Such books and records and the Tintyava Exploration Financial Statements have been prepared in accordance with IFRS or Bulgarian Accounting Standards, as applicable, and Applicable Laws.

(15) Since the Balance Sheet Date, no dividends have been declared or paid on or in respect of the shares of Tintyava Exploration Shares, and no other distribution on any of its securities or shares has been

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declared or made by the Tintyava Exploration Companies, other than dividends paid by any Target Company to any of the Sellers or any other Target Company.

(16) All vacation pay, bonuses, commissions and other compensation relating to the Employees (as defined below) have been accrued to date in the financial books and records of the Tintyava Exploration Companies.

(17) Except as disclosed in Section F-(17) of the Velocity Disclosure Letter, there is no outstanding guarantee, indemnity or other security or arrangement having an effect equivalent to the granting of security given by any Tintyava Exploration Company or for the benefit of any Tintyava Exploration Company.

(18) Except as disclosed in Section F-(18) of the Velocity Disclosure Letter, no government, regional, federal, state or local authority investment grants, loan subsidies or financial aid has been received by or, to the knowledge of Velocity pledged, to any Tintyava Exploration Company.

No Undisclosed Liabilities

(19) *There are no liabilities of the Tintyava Exploration Companies of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and to the knowledge of Velocity, there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability, other than:

(a) liabilities provided for in the Tintyava Exploration Financial Statements or disclosed in the notes thereto;

(b) liabilities set forth in Section F-(19)(b) of the Velocity Disclosure Letter;

(c) liabilities arising out of any intra-group arrangements or arrangements with the Purchaser in connection with the transactions contemplated under this Agreement and the Funding and Technical Services Agreement, except as disclosed in Section F-(19)(c) of the Velocity Disclosure Letter; or

(d) other undisclosed liabilities which, individually or in the aggregate, do not exceed [Redacted – commercially sensitive information] with respect to all Acquired Target Companies (including the Tintyava Exploration Companies), as at Closing, except as disclosed in Section F-(19)(d) of the Velocity Disclosure Letter.

Corporate Records

(20) The corporate records of each Tintyava Exploration Company made available to the Purchaser in the Data Room Information are maintained in material compliance with Applicable Law, are up-to-date and accurate in all material respects and, without limiting the generality of the foregoing, contain materially accurate and complete records of all meetings, resolutions and corporate actions taken by the shareholders, the board of directors and all committees thereof for the 2022, 2023 and 2024 calendar years. All the corporate records made available to the Purchaser in the Data Room Information for each Tintyava Exploration Company are in possession (or under control) of such Tintyava Exploration Company.

(21) True and materially complete copies of the organizational documents and other organizational documents of each of the Tintyava Exploration Companies have been made available to the Purchaser in the Data Room Information.

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(22) All filings, publications, registrations and other formalities required by Applicable Law to be delivered or made by the Tintyava Exploration Companies to the company registries in each relevant jurisdiction have been filed in a timely manner (except if not yet due), except as would not, individually or in the aggregate, reasonably be expected to materially impair or disrupt the Business operating in the ordinary course consistent with past practice and Kibela's ownership of the Kibela Tintyava Exploration Shares.

Mining and Exploration Rights; Permits; Tintyava Exploration Assets

(23) *Schedule A contains an accurate and complete list of the material Mining and Exploration Rights held by the Tintyava Exploration Companies. Except as disclosed in Section F-(23) of the Velocity Disclosure Letter, and only in respect of the material Mining and Exploration Rights which have been issued (in this Schedule F, the "Issued Mining and Exploration Rights"), the Issued Mining and Exploration Rights are valid, subsisting and enforceable in accordance with their terms and the provisions of Applicable Law.

(24) *Except as disclosed in Section F-(24) of the Velocity Disclosure Letter, Tintyava Exploration holds all material Permits required to own, lease and operate its properties and assets (including the Rozino Project) and to carry on its Business as now conducted (in this Schedule F, collectively, the "Operating Permits"), and such Operating Permits are valid and subsisting and in good standing.

(25) Tintyava Exploration has not received any written notice from any Governmental Authority of any revocation or intention to amend, revoke suspend any of the Issued Mining and Exploration Rights, any Operating Permits or any Tintyava Exploration Assets and, to the knowledge of Velocity, no such action is pending or has been threatened.

(26) *Except as disclosed in Section F-(26) of the Velocity Disclosure Letter, Tintyava Exploration is in material compliance in all material respects with its obligations arising from the Issued Mining and Exploration Rights, the Tintyava Exploration Assets and the Operating Permits, including in respect of fees that are imposed, levied or charged upon or against the Issued Mining and Exploration Rights, the Tintyava Exploration Assets and the Operating Permits pursuant to Applicable Law.

(27) Except as disclosed in Section F-(27) of the Velocity Disclosure Letter, Tintyava Exploration does not own, control or lease any real property or hold any interest in any real property.

(28) *Except as disclosed in Section F-(28) of the Velocity Disclosure Letter and as set out in Schedule A and the Tintyava Exploration Shareholders' Agreement, Tintyava Exploration is the sole legal and beneficial owner, and is in the exclusive possession, of all right, title and interest in and to the Tintyava Exploration Assets free and clear of any Encumbrances (other than Permitted Encumbrances).

(29) Except as disclosed in Section F-(29) of the Velocity Disclosure Letter, Tintyava Exploration has no surface or access rights to the surface lands covered by the Tintyava Exploration Assets other than the surface or access rights granted to licence holders under the Bulgarian Subsurface Resources Act.

(30) Each of "Revised NI 43-101 Technical Report Pre-Feasibility Study for the Rozino Project, Bulgaria" dated December 2021, "NI 43-101 Technical Report, Preliminary Economic Assessment – Rozino Project, Tintyava Project, Bulgaria" dated October 2018, "NI 43-101 Technical Report Mineral Resource Estimation for the Rozino Project Gold Deposit, Republic of Bulgaria" dated

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April 2018, and "National Instrument 43-101 Technical Report for the Rozino Project, Republic of Bulgaria" dated July 2017, have been prepared in material compliance with the requirement of National Instrument 43-101 Standards of Disclosure for Mineral Projects, as same was in effect on the date of such reports.

(31) Subject to receipt of the approvals or consents contemplated herein, including the Required Governmental Approvals and Notifications, the Required Third Party Approvals and Notifications and the Velocity Shareholder Approval, neither entering into, nor compliance with, nor consummation of this Agreement will result in a violation or breach of any of the Mining and Exploration Rights associated with the Rozino Project, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Velocity to complete the transactions contemplated by, or perform its obligations under, this Agreement.

Material Agreements

(32) True and complete copies of all Material Agreements (including any amendments or supplements thereto) to which Tintyava Exploration is a party have been made available to the Purchaser in the Data Room Information and a list of which Material Agreements is set forth in Section F-(32) of the Velocity Disclosure Letter. All Material Agreements are valid and binding obligations of the parties thereto, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally.

(33) Tintyava AgriBio is not a party to any Material Agreements.

(34) Neither Tintyava Exploration nor, to the knowledge of Velocity, any other party to any Material Agreement, is in material breach or default under any Material Agreement, other than any such failure, breach, default, or waiver, as applicable, which, individually or collectively with all other failures, breaches, defaults or waiver under any Material Agreement, would not be reasonably likely to have a Material Adverse Effect. Tintyava Exploration has not received or given any notice of default under or of any such Material Agreement which remains uncured, and, to the knowledge of Velocity, there exists no state of facts, which after notice or lapse of time or both, would constitute a default or breach of such Material Agreement.

(35) Except as disclosed in Section F-(35) of the Velocity Disclosure Letter, no Tintyava Exploration Company has received any notice or any other communication that any counterparty to a Material Agreement intends to cancel, terminate or otherwise materially and adversely modify or not renew its relationship with such Tintyava Exploration Company.

(36) Except as disclosed in Section F-(36) of the Velocity Disclosure Letter, neither the entry into nor compliance with, nor performance of this Agreement by Velocity will:

(a) cause Tintyava Exploration to lose the benefit of any material right or privilege it enjoys as of the Effective Date under any Material Agreement; or
(b) result in a material breach by Tintyava Exploration of, or give any third party a right to terminate or vary, or result in any Encumbrance under, any Material Agreement.

Intellectual Property

(37) The Tintyava Exploration Companies own, are licensed or otherwise possess rights to use all Intellectual Property currently necessary to carry on its Business as conducted by Tintyava

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Exploration as of the Effective Date. Tintyava Exploration has not been notified that it infringes any Intellectual Property belonging to a third party.

Local Relations

(38) *Except as disclosed in Section F-(38) of the Velocity Disclosure Letter, there is no material Claim, complaint or other proceeding initiated by or on behalf of any party, including any local community, or to which any local community or similar group is legally a necessary party pending or, to the knowledge of Velocity, threatened by any party, including any local community or similar group, with respect to the Rozino Project or any of the Tintyava Exploration Assets.

(39) Except as disclosed in Section F-(39) of the Velocity Disclosure Letter, Tintyava Exploration has not engaged in any material negotiations with any local community or similar group in respect of the Rozino Project or any of the Tintyava Exploration Assets (save for normal course consultations) or entered into any agreements, understandings or commitments, including any impact and benefits agreement with any local community or similar group in respect of the Rozino Project or any of the Tintyava Exploration Assets.

Employment Matters

(40) *Section F-(40) of Velocity Disclosure Letter sets out:

(a) the names of all employees, consultants and independent contractors of Tintyava Exploration (in this Schedule F, collectively, the "Employees" and each, an "Employee");

(b) their position or title;

(d) their date of hire;

(e) information on benefit entitlements;

(f) their location of employment; and

(g) their total annual remuneration.

(41) *Except as disclosed in Section F-(41) of the Velocity Disclosure Letter, Velocity reasonably estimates that the aggregate of amounts payable by Tintyava Exploration and the other Acquired Target Companies under any obligations or liabilities of the Acquired Target Companies to pay any amount to its officers, directors, Employees (other than for salary and directors' fees in the ordinary course), in each case in amounts consistent with historic practices and, without limiting the generality of the foregoing, including the obligations of the Acquired Target Companies to officers and Employees for severance, termination, bonus payments on the change of control of the Acquired Target Companies or otherwise (assuming all such officers and Employees are terminated at the Closing Time) termination or bonus payments on the change of control of the Acquired Target Companies will not exceed [Redacted – commercially sensitive information].

(42) Tintyava Exploration is not bound by or a party to any collective bargaining agreement or work council or similar agreements between Tintyava Exploration and trade unions or employee representative bodies.

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(43) *Except as disclosed in Section F-(43) of the Velocity Disclosure Letter, Tintyava Exploration does not have any outstanding liability to any Employee other than for remuneration accrued for the current wage or salary period, accrued holiday pay for the current year or reimbursement of normal business expenses.

(44) *Except as disclosed in Section F-(44) of the Velocity Disclosure Letter, to the knowledge of Velocity, there are no labour proceedings pending or threatened or, to the knowledge of Velocity, unfair labour practice complaints pending or threatened before any Governmental Authority with respect to Tintyava Exploration or the Employees.

(45) *Except as disclosed in Section F-(45) of the Velocity Disclosure Letter, Tintyava Exploration has complied and is in material compliance with all Applicable Law relating to employment matters, including, calculation and payment of wages, hours of work, equal employment opportunity, pay equity, human rights, language in the workplace and other hiring practices, workers' compensation, privacy and protection of Personal Information, payroll Taxes, as well as any internal work health and safety regulations.

(46) Except as disclosed in Section F-(46) of the Velocity Disclosure Letter, no Employee has given or received notice to terminate their employment and there are no proposals to terminate the employment of any employee.

Benefit Plans

(47) Section F-(47) of the Velocity Disclosure Letter contains a list of all benefit plans, programs, agreements or arrangements (whether written or unwritten) maintained, contributed to, or provided by Tintyava Exploration for the benefit of any Employees (in this Schedule F, the "Benefit Plans").

(48) All of the Benefit Plans have been substantially complied with and administered in all material respects according to their terms and Applicable Law and there are no Claims pending or, to the knowledge of Velocity, threatened with respect to the Benefit Plans against Tintyava Exploration, except as would not, individually or in the aggregate, reasonably be expected to materially impair or disrupt its Business operating in the ordinary course consistent with past practice.

(49) There are no contracts providing for the payment of cash or other compensation or benefits (including any increase in or any acceleration in the vesting or funding of such benefits) by Tintyava Exploration to any Employee upon or as a result of the entering into of this Agreement or the consummation of the transactions contemplated hereby.

Environmental Matters

(50) *Except as disclosed in Section F-(50) of the Velocity Disclosure Letter, to the knowledge of Velocity (i) each of the Tintyava Exploration Companies is in possession of all material Environmental Permits required under Environmental Law to conduct its Business as currently conducted; (ii) such material Environmental Permits are in full force and effect; and (iii) there are no proposals to amend, revoke or suspend such material Environmental Permits.

(51) Except as disclosed in Section F-(51) of the Velocity Disclosure Letter, during the three year period immediately preceding the Effective Date (i) Tintyava Exploration is and has been in material compliance with Environmental Law and any Environmental Permits, except as would not, individually or in the aggregate, reasonably be expected to materially impair or disrupt its Business operating in the ordinary course consistent with past practice.

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(52) Except as disclosed in Section F-(52) of the Velocity Disclosure Letter, during the three year period immediately preceding the Effective Date, Tintyava Exploration has generated, received, handled, used, stored, treated, shipped and disposed of all Hazardous Substances in material compliance with Environmental Law.

(53) Except as disclosed in Section F-(53) of the Velocity Disclosure Letter, there have been no spills, releases, deposits or discharges of pollutants or Hazardous Substances into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Tintyava Exploration or from any of its assets or as a result of its operations, which could, individually or in the aggregate, reasonably be expected to result in a material liability under any Environmental Law and that have not been reported, mitigated and remedied in material compliance with Environmental Law, except as would not, individually or in the aggregate, reasonably be expected to materially impair or disrupt the Business conducted by Tintyava Exploration operating in the ordinary course consistent with past practice.

(54) Except as disclosed in Section F-(54) of the Velocity Disclosure Letter, (i) during the five year period immediately preceding the Effective Date, no written notice, order or citation has been issued, no written complaint has been filed and no written penalty has been addressed by any Governmental Authority with respect to any material non-compliance with Environmental Law or Environmental Permits in connection with the Business conducted by the Tintyava Exploration Companies; and (ii) to the knowledge of Velocity, there is no environmental investigation or review pending by any Governmental Authority with respect to any material non-compliance with Environmental Law in connection with the Business conducted by the Tintyava Exploration Companies.

Anti-Corruption Matters

(55) *Each of the Tintyava Exploration Companies has and is conducting its activities, operations and businesses in material compliance with Anti-Corruption Laws and has instituted and maintains policies and procedures (including recordkeeping policies and procedures) reasonably designed to ensure compliance therewith, and no Tintyava Exploration Company has engaged in any activity or conduct that has resulted in a violation of any Anti-Corruption Laws.

Legal Proceedings

(56) *Except as disclosed in Section F-(56) of the Velocity Disclosure Letter, there are no: (i) Claims pending or, to the knowledge of Velocity, threatened against any Tintyava Exploration Company or, to the knowledge of Velocity, before or by any Governmental Authority, which, individually or in the aggregate, materially impair or disrupt, or would reasonably be expected to materially impair or disrupt, its Business operating in the ordinary course consistent with past practice; and (ii) outstanding judgments, orders, decrees, writs, injunctions, decisions, rulings or awards against, rulings or awards affecting or which could reasonably be expected to affect the Tintyava Exploration Companies or its operations, properties or assets, which, individually or in the aggregate, materially impairs or disrupts, or would reasonably be expected to materially impair or disrupt, its Business operating in the ordinary course consistent with past practice.

Compliance with Certain Laws

(57) *Except as disclosed in Section F-(57) the Velocity Disclosure Letter, each of the Tintyava Exploration Companies is carrying on and has carried on its activities, operations and businesses in the ordinary course in material compliance with all Applicable Laws (excluding (i) Applicable Laws with respect to Taxes, which are covered exclusively by Sections (61), (62), (63), (64), (65),

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(66), (67), (68), (69), (70), (71) and (72); (ii) Applicable Laws regarding employment matters, which are covered exclusively by Sections (40), (42), (43), (44), (45) and (46); (iii) Environmental Laws, which are covered exclusively by Sections (50), (51), (52), (53) and (54); and (iv) Anti-Corruption Laws, which are covered exclusively by Section (55)).

(58) *Except as disclosed in Section F-(58) of the Velocity Disclosure Letter, none of the Tintyava Exploration Companies has received any written notice during the past 12 months from a Governmental Authority concerning any violation and/or failure to comply with any Applicable Law (excluding (i) Applicable Laws with respect to Taxes, which are covered exclusively by Sections (61), (62), (63), (64), (65), (66), (67), (68), (69), (70), (71) and (72); (ii) Applicable Laws regarding employment matters, which are covered exclusively by Sections (40), (42), (43), (44), (45) and (46); (iii) Environmental Laws, which are covered exclusively by Sections (50), (51), (52), (53) and (54); and (iv) Anti-Corruption Laws, which are covered exclusively by Section (55)), or requiring it to take or omit any action with respect to its Business or assets.

Insurance

(59) Set forth under Section F-(59) of the Velocity Disclosure Letter is a true and complete list of all insurance policies maintained by or on behalf of the Tintyava Exploration Companies, specifying the insurer, the amount of the coverage and the policy number. Such policies (i) are valid and binding and in full force and effect and all premiums due thereon have been paid; (ii) there is no Claim pending under any such policies as to which coverage has been denied or disputed; (iii) there is no outstanding insurance claims and, to the knowledge of Velocity, no circumstances exist which are likely to give rise to any insurance Claim; (iv) no notices of cancellation or termination have been received with respect to any such policies which have not been replaced on substantially similar terms prior to the date of such cancellation or termination; (v) such policies provide coverage for the assets, properties, business and operations and related risks of the Tintyava Exploration Companies, consistent with industry norms; (vi) are the only insurance policies required by Applicable Law; and (vii) to the knowledge of Velocity, no act, omission, misrepresentation or non-disclosure by or on behalf of any of the Tintyava Exploration Companies has occurred which makes any of these policies void, voidable or unenforceable.

Related Party Transactions

(60) Except as disclosed in Section F-(60) of the Velocity Disclosure Letter, there are no agreements, contracts (other than employment arrangements or independent contractor arrangements) with, or advances, loans, guarantees, liabilities or other obligations to the Tintyava Exploration Companies, on one hand, and any Seller, any Person who is shareholder, officer, director or employee of any of the Tintyava Exploration Companies, or any of their respective immediate family members, Affiliates or associates, on the other hand.

Taxes

(61) *Except as disclosed in Section F-(61) of the Velocity Disclosure Letter, each of the Tintyava Exploration Companies is and has been in material compliance with Tax Law.

(62) No Tintyava Exploration Company has received written notice of, or is otherwise aware, of any Claim involving it with respect to Anti-Tax Evasion Laws.

(63) *Except as disclosed in Section F-(63) of the Velocity Disclosure Letter, each of the Tintyava Exploration Companies has been resident for taxation purposes in its place of incorporation and nowhere else at all times since its incorporation.

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(64) *Except as disclosed in Section F-(64) of the Velocity Disclosure Letter, each of the Tintyava Exploration Companies has filed all Tax Returns required to be filed under Tax Law and all such Tax Returns were correct and complete in all material respects, and timely filed (except if not yet due).

(65) *Except as disclosed in Section F-(65) of the Velocity Disclosure Letter, all Taxes of the Tintyava Exploration Companies have been paid when due or an adequate reserve has been recorded in respect thereof and there are no liens on the Tintyava Exploration Companies or the assets of the Tintyava Exploration Companies for unpaid Taxes.

(66) None of the Tintyava Exploration Companies is a party to any agreement, waiver or arrangement with any Tax Authority that relates to any extension of time with respect to the filing of any Tax Return, any payment of Taxes or any assessment or reassessment.

(67) Except as disclosed in Section F-(67) of the Velocity Disclosure Letter, there are no notices of assessment or reassessment of unpaid liabilities for Taxes issued by any Tax Authority which have been received by Tintyava Exploration Companies.

(68) *Except as disclosed in Section F-(68) of the Velocity Disclosure Letter, each of the Tintyava Exploration Companies has withheld and paid within the time required by Tax Laws all amounts required by Tax Law to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder or other third party.

(69) *Except as disclosed in Section F-(69) of the Velocity Disclosure Letter and except as contemplated in this Agreement and the Tintyava Exploration Shareholders' Agreement, none of the Tintyava Exploration Companies (i) is a party to, bound by, or obligated under; (ii) has made any undertaking regarding any Tax allocation, indemnity, or sharing contract or arrangement; and (iii) is liable for the Taxes of any other Person as a transferee or successor, by contract or otherwise.

(70) *Except as disclosed in Section F-(70) of the Velocity Disclosure Letter, each of the Tintyava Exploration Companies is in material compliance in all respects with all applicable transfer pricing laws, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practice and methodology. All material intercompany agreements have been adequately documented, and such documents have been duly executed in a timely manner. The prices for any property or services (or for the use of any property) with respect to any transaction between the Tintyava Exploration Companies and any of their Affiliates are arm's length prices for purposes of the relevant transfer pricing laws.

(71) Except as disclosed in Section F-(71) of the Velocity Disclosure Letter, no Claim has ever been made by a Tax Authority, in a jurisdiction where the Tintyava Exploration Companies do not file Tax Returns, that any of the Tintyava Exploration Companies is or may be subject to taxation by that jurisdiction or any of the Tintyava Exploration Companies' assets are or may be subject to such taxation.

(72) *Except as disclosed in Section F-(72) of the Velocity Disclosure Letter, none of the Tintyava Exploration Companies is involved in, or has received notice of, any Tax Proceeding.

Forward Commitments

(73) Except as contemplated by this Agreement, all forward commitments by or to any Tintyava Exploration Company for inventories, supplies or services for use in connection with its Businesses (whether or not there are any contracts in writing with respect thereto) which are in existence as of

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the Effective Date have been entered into by it in the ordinary course of business and upon terms and conditions consistent with its past practices and industry norms.

(74) *Except as disclosed in Section F-(74) of the Velocity Disclosure Letter, no Tintyava Exploration Company has given any power of attorney which is still outstanding and effective to any Person to enter into any contract or commitment or to do anything on its behalf.

(75) None of the Tintyava Exploration Companies is a party to any forward, hedging or other derivative or sale or option contracts with respect to minerals produced or producible from the Tintyava Exploration Assets.

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SCHEDULE G

Velocity Representations and Warranties with Respect to the Optioned Companies and the Non-Tintyava Exploration Assets

Corporate and Capitalization

(1) *Each of the Optioned Companies is a company duly organized and subsisting under the laws of its respective jurisdiction of organization and each of the Optioned Companies has the requisite legal capacity to carry on its business as now being conducted.

(2) *The authorized, issued and outstanding share capital of the Optioned Companies, as of the Effective Date, is as set forth in Section G-(2) of the Velocity Disclosure Letter.

(3) *With the exception of the Marinov Kibela Shares, the Velocity Tethyan Shares and the Velocity Kibela Shares constitute all of the issued and outstanding share capital of Tethyan and Kibela, respectively. All of the Velocity Tethyan Shares and the Velocity Kibela Shares are legally and beneficially owned by and registered in the name of Velocity and all of the Velocity Tethyan Shares and the Velocity Kibela Shares have been validly issued and allotted and are fully paid. Velocity has the right to exercise all voting, economic and other rights over the Velocity Tethyan Shares and Velocity Kibela Shares. The Balkan Issued Shares constitute all of the issued and outstanding share capital of Balkan, and all of the Balkan Issued Shares are legally and beneficially owned by Tethyan and are fully paid. The Zlatusha Issued Shares constitute all of the issued and outstanding share capital of Zlatusha, and all of the Zlatusha Issued Shares are legally and beneficially owned by Tethyan and are fully paid. The Kabiri Issued Shares constitute all of the issued and outstanding share capital of Kabiri, and all of the Kabiri Issued Shares are legally and beneficially owned by Kibela and are fully paid.

(4) *As of the Closing Time, to the knowledge of the Velocity, no Person (other than another Optioned Company) will have any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment, conversion, exchange or issuance of any unissued shares or repayment of any share capital or other securities of any Optioned Company.

(5) *Except as disclosed in Section G-(5) of the Velocity Disclosure Letter, to the knowledge of Velocity, there are no Claims pending or threatened in relation to the title or the ownership interests of Velocity with respect to any Optioned Company.

Solvency

(7) *To the knowledge of Velocity, each Optioned Company is able to pay its debts as they fall due.

(8) *Except as disclosed in Section G-(8) of the Velocity Disclosure Letter, there are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or other insolvency proceedings concerning any Optioned Company and, to the knowledge of Velocity, no such proceedings are threatened.

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(9) *Except as disclosed in Section G-(9) of the Velocity Disclosure Letter, no steps have been taken to enforce any security over any assets of any Optioned Company and, to the knowledge of Velocity, no event has occurred to give the right to enforce such security.

Non-Contravention and No Consents

(10) *None of the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby does or shall result in a violation or breach of, result in a default under or require any action, consent, approval, filing or notice under:

(a) any of the provisions of the organizational documents of any of the Optioned Companies;

(b) except as disclosed in Section G-(10)(b) of the Velocity Disclosure Letter, any agreement, contract, instrument, Permit or arrangement to which any Optioned Company is a party or by which any of them is bound; or

(c) any Applicable Law applicable to an Optioned Company, other than the Required Governmental Approvals and Notifications;

Financial Position & Financial Records

(11) *Except as disclosed in Section G-(11) of the Velocity Disclosure Letter, there is no Indebtedness in respect of the Optioned Companies, except for any liabilities arising out of any intra-group arrangements or arrangements with the Purchaser in connection with the transactions contemplated under this Agreement and the Funding and Technical Services Agreement.

(12) *Except as disclosed in Section G-(12) of the Velocity Disclosure Letter, as at the Closing Date the Working Capital and the Cash Balances of the Optioned Companies shall be equal to [Redacted – commercially sensitive information].

(13) The financial books and records in respect of each of the Optioned Companies are materially true and correct and present fairly in all material respects the financial position and results of operations and cash flows of such Optioned Company and all material financial transactions of such Optioned Company have been accurately recorded in its financial books and records. Such books and records and the Optioned Companies Financial Statements have been prepared in accordance with IFRS or Bulgarian Accounting Standards, as applicable, and Applicable Laws.

No Undisclosed Liabilities

(14) *There are no liabilities of the Optioned Companies of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and to the knowledge of Velocity, there is no existing condition, situation or set of circumstances which would reasonably be expected to result in such a liability, other than:

(a) liabilities provided for in the Optioned Companies Financial Statements or disclosed in the notes thereto;

(b) liabilities set forth in Section G-(14)(b) of the Velocity Disclosure Letter;

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(d) other undisclosed liabilities which, individually or in the aggregate, do not exceed [Redacted – commercially sensitive information] with respect to all Acquired Target Companies (including the Optioned Companies), as at Closing, except as disclosed in Section G-(14)(d) of the Velocity Disclosure Letter.

Corporate Records

(15) The corporate records of each of the Optioned Company made available to the Purchaser in the Data Room Information are maintained in material compliance with Applicable Law, are up-to-date and accurate in all material respects and, without limiting the generality of the foregoing, contain materially accurate and complete records of all meetings, resolutions and corporate actions taken by the shareholders, the board of directors and all committees thereof for the 2022, 2023 and 2024 calendar years. To the knowledge of Velocity, all the corporate records made available to the Purchaser in the Data Room Information for each Optioned Company is in possession (or under control) of the relevant Optioned Company.

(16) Materially complete copies of the organizational documents of each of the Optioned Companies have been made available to the Purchaser in the Data Room Information.

(17) All filings, publications, registrations and other formalities required by Applicable Law to be delivered or made by the Optioned Companies to the company registries in each relevant jurisdiction have been filed in a timely manner (except if not yet due), except as would not, individually or in the aggregate, reasonably be expected to materially impair or disrupt the Business operating in the ordinary course consistent with past practice.

Mining and Exploration Rights; Permits; Non-Tintyava Exploration Assets

(18) *Schedule B contains an accurate and complete list of the material Mining and Exploration Rights held by the Optioned Companies. Except as disclosed in Section G-(18) of the Velocity Disclosure Letter, and only in respect of the material Mining and Exploration Rights which have been issued (in this Schedule G, the "Issued Mining and Exploration Rights"), and, to the knowledge of Velocity, such Issued Mining and Exploration Rights are valid, subsisting and enforceable in accordance with their terms and the provisions of Applicable Law.

(19) *Except as disclosed in Section G-(19) of the Velocity Disclosure Letter and, to the knowledge of Velocity, each Optioned Company holds all material Permits required to own, lease and operate its properties and assets and to carry on its Business as now conducted (in this Schedule G, collectively, the "Operating Permits"), and, to the knowledge of Velocity, such Operating Permits are valid and subsisting and in good standing.

(20) None of the Optioned Companies has received any written notice from any Governmental Authority of any revocation or intention to amend, revoke suspend any of Issued Mining and Exploration Rights or any Operating Permits, and, to the knowledge of Velocity, no such action is pending or has been threatened.

(21) *Except as disclosed in Section G-(21) of the Velocity Disclosure Letter, to the knowledge of Velocity, the Optioned Companies are in material compliance in all material respects with its

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obligations arising from the Issued Mining and Exploration Rights, the Non-Tintyava Exploration Assets and the Operating Permits, including in respect of fees that are imposed, levied or charged upon or against the Issued Mining and Exploration Rights, the Non-Tintyava Exploration Assets and the Operating Permits pursuant to Applicable Law.

(22) Except as disclosed in Section G-(22) of the Velocity Disclosure Letter, none of the Optioned Companies owns, controls or leases any real property or holds any interest in any real property.

(23) *Except as disclosed in Section G-(23) of the Velocity Disclosure Letter and as set out in Schedules A and B, the Optioned Companies, as applicable, are the sole legal and beneficial owners, and are in the exclusive possession, of all right, title and interest in and to the Non-Tintyava Exploration Assets free and clear of any Encumbrances (other than Permitted Encumbrances).

(24) Except as disclosed in Section G-(24) of the Velocity Disclosure Letter, none of the Optioned Companies have surface or access rights to the surface lands covered by the Non-Tintyava Exploration Assets other than the surface or access rights granted to licence holders under the Bulgarian Subsurface Resources Act.

(25) Subject to receipt of the approvals or consents contemplated herein, including the Required Governmental Approvals and Notifications, the Required Third Party Approvals and Notifications and the Velocity Shareholder Approval, neither entering into, nor compliance with, nor consummation of this Agreement will result in a violation or breach of any of the Mining and Exploration Rights associated with the Non-Tintyava Exploration Assets, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Velocity to complete the transactions contemplated by, or perform its obligations under, this Agreement.

Material Agreements

(26) True and complete copies of all Material Agreements (including any amendments or supplements thereto) to which the Optioned Companies are a party have been made available to the Purchaser in the Data Room Information and a list of which Material Agreements is set forth in Section G-(26) of the Velocity Disclosure Letter.

(27) No Optioned Company that is party to any such Material Agreement, nor, to the knowledge of Velocity, any other party thereto, is in material breach or default under any Material Agreement. No Optioned Company has received or given any notice of default under or of any such Material Agreement which remains uncured, and, to the knowledge of Velocity, there exists no state of facts, which after notice or lapse of time or both, would constitute a default or breach of such Material Agreement.

Local Relations

(28) *Except as disclosed in the Disclosure Information, there is no material Claim, complaint or other proceeding initiated by or on behalf of any party, including local community, or to which any local community or similar group is legally a necessary party pending, or to the knowledge of Velocity, threatened by any party, including any local community or similar group, with respect to any of the Non-Tintyava Exploration Assets.

(29) Except as disclosed in the Disclosure Information, none of the Optioned Companies has engaged in any material negotiations with any local community or similar group in respect of any of the Non-Tintyava Exploration Assets (save for normal course consultations) or entered into any

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agreements, understandings or commitments, including any impact and benefits agreement with any local community or similar group in respect of any of the Non-Tintyava Exploration Assets.

Employment Matters

(30) *Section G-(30) of Velocity Disclosure Letter sets out:

(a) the names of all employees, consultants and independent contractors of Tintyava Exploration Companies (in this Schedule G, collectively, the "Employees" and each, an "Employee");

(b) their position or title;

(d) their date of hire;

(e) information on Employee benefit rights;

(f) their location of employment;

(g) their total annual remuneration; and

(h) Velocity reasonably estimates that the aggregate of amounts payable by the Target Companies to its officers, directors and Employees, including for salary and directors' fees, severance, termination and bonus payments, will not exceed [Redacted – commercially sensitive information] as of the Closing Date.

(31) None of the Optioned Companies is bound by or a party to any collective bargaining agreement or work council or similar agreements between any Optioned Company and trade unions or employee representative bodies.

(32) None of the Optioned Companies have any outstanding social security premiums, government pension plan premiums and contributions, or workers' compensation premiums with respect to their Employees.

Environmental Matters

(33) *Except as disclosed in Section G-(33) of the Velocity Disclosure Letter, to the knowledge of Velocity, (i) each of the Optioned Companies is in possession of all material Environmental Permits required under Environmental Law to conduct the Business as currently conducted; (ii) such material Environmental Permits are in full force and effect; and (iii) there are no proposals to amend, revoke or suspend such material Environmental Permits.

(34) Except as disclosed in Section G-(34) of the Velocity Disclosure Letter, to the knowledge of Velocity during the three year period immediately preceding the Effective Date each of the Optioned Companies is and has been in material compliance with Environmental Law and any Environmental Permits, except as would not, individually or in the aggregate, reasonably be expected to materially impair or disrupt its Business operating in the ordinary course consistent with past practice.

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G - 6

Legal Proceedings

(35) *Except as disclosed in Section G-(35) of the Velocity Disclosure Letter, as of the Effective Date, no Optioned Company has received any written notice during the past 12 months from any Governmental Authority with respect to an alleged, actual or potential violation and/or failure to comply with any Applicable Law.

(36) *Except as disclosed in Section G-(36) of the Velocity Disclosure Letter, as of the Effective Date, no Optioned Company is involved whether as claimant or defendant or other party in any Claim, which is material to its Business.

Compliance with Certain Laws

(37) *Except as disclosed in Section F-(37) of the Velocity Disclosure Letter, each of Optioned Companies is carrying on and has carried on its activities, operations and Businesses in the ordinary course in material compliance with all Applicable Laws (excluding (i) Applicable Laws with respect to Taxes, which are covered exclusively by Sections (39) and (40); (ii) Applicable Laws regarding employment matters, which are covered exclusively by Sections (30), (31) and (32); (iii) Environmental Laws, which are covered exclusively by Sections (33) and (34)).

Related Party Transactions

(38) Except as disclosed in Section G-(38) of the Velocity Disclosure Letter, there are no material agreements, contracts (other than employment arrangements or independent contractor arrangements) with, or advances, loans, guarantees, liabilities or other obligations to the Optioned Companies, on one hand, and any Seller, any Person who is shareholder, officer, director or employee of any of the Optioned Companies, or any of their respective immediate family members, Affiliates or associates, on the other hand, as of the Effective Date.

Taxes

(39) *Except as disclosed in Section G-(39) of the Velocity Disclosure Letter, each of the Optioned Companies is and has been in material compliance with Tax Law.

(40) To the knowledge of Velocity, each of the Optioned Companies has filed all Tax Returns required to be filed under Tax Law and all such Tax Returns were correct and complete in all material respects, and timely filed (except if not yet due).

Forward Commitments

(41) The Optioned Companies are not party to any forward, hedging or other derivative or sale or option contracts with respect to minerals produced or producible from the Non-Tintyava Exploration Assets.

LC2293018-1

SCHEDULE H

Purchaser Representations and Warranties

(1) The Purchaser is an entity duly incorporated and subsisting under the laws of its jurisdiction of organization, with the corporate power to own its assets and to carry on its business and to perform its obligations and complete the transactions contemplated hereunder.

(2) The Purchaser has the corporate power, authority and right to enter into and deliver this Agreement and the other Transaction Documents.

(3) The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby are within its corporate powers and have been duly authorized by all necessary corporate action on its part. This Agreement has been duly executed and delivered by the Purchaser and any other Transaction Document to which the Purchaser is a party has been (or, in the case of any Transaction Document to be executed after the Effective Date, shall be) duly executed and delivered by the Purchaser.

(4) This Agreement constitutes, and the other Transaction Documents shall constitute, a valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally.

(5) Subject to receipt of the Required Governmental Approvals and Notifications, and the Required Third Party Approvals and Notifications, none of the execution, delivery or performance of this Agreement nor any other Transaction Document nor the consummation of the transactions contemplated hereby or thereby by the Purchaser does or shall result in a violation or breach of, result in a default or the incurrence of any Encumbrance under, or require any action, consent, approval, filing or notice under:

(a) any of the provisions of the organizational documents or bylaws of the Purchaser;

(b) any agreement, contract, instrument, arrangement, Permit or understanding to which the Purchaser is a party or by which the Purchaser is bound; or

except, in the case of clauses (b) and (c) above, as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of the Purchaser to complete the transactions contemplated by, or perform its obligations under, this Agreement or the other Transaction Documents.

(6) The Purchaser is conducting its business in material compliance with all Applicable Laws and is duly licensed, registered or qualified in each jurisdiction that the Purchaser carries on its business to enable it to be carried on as now conducted and its assets to be owned, leased and operated, and all such licences, registrations and qualifications are valid and subsisting and in good standing and none of the same contains any term, provision, condition or limitation that has or may have an

LC2293018-1

H - 2

adverse effect on the operation of its business or which may be affected by the consummation of the transactions contemplated hereby.

(7) There is no Claim pending against, or to the knowledge of the Purchaser, threatened against or affecting, the Purchaser or any of its properties or assets before any court, arbitrator or Governmental Authority which in any manner could adversely affect the ability of the Purchaser to perform its obligations under this Agreement or any of the other Transaction Documents or consummate the transactions contemplated hereby or thereby.

(8) There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Purchaser who might be entitled to any fee or commission in connection with the transactions contemplated by this Agreement.

(9) To the knowledge of the Purchaser, the Purchaser has and is conducting its activities, operations and businesses in substantial compliance with Anti-Corruption Laws and has instituted and maintain policies and procedures (including recordkeeping policies and procedures) reasonably designed to ensure compliance therewith, and, to the knowledge of the Purchaser, the Purchaser has not engaged in any activity or conduct that has resulted in a violation of any Anti-Corruption Laws.

(10) To the knowledge of the Purchaser, the Purchaser is not: (i) (A) the subject of or listed or designated in any Sanctions; or (B) a Person directly or indirectly owned or controlled by, or whose property is deemed under Sanctions to be owned by, a Person described in (A); and (ii) as at the Effective Date conducting business with a Person that is described in clause (i), in each case in violation of applicable Sanctions or Applicable Law.

LC2293018-1

SCHEDULE I

Affiliate Agreements

[Redacted – commercially sensitive information]

LC2293018-1

SCHEDULE J

Required Governmental Approvals and Notifications

[Redacted – commercially sensitive information]

LC2293018-1

SCHEDULE K

Required Third Party Approvals and Notifications

[Redacted – commercially sensitive information]

LC2293018-1

SCHEDULE L

Marinov Kibela Share Transfer Agreement

[Redacted – commercially sensitive information]

LC2293018-1

SCHEDULE M

Gorubso Tintyava Exploration Share Sale Agreement

[Redacted – commercially sensitive information]

LC2293018-1

SCHEDULE N

Kibela Tintyava Exploration Share Sale Agreement

[Redacted – commercially sensitive information]

LC2293018-1

SCHEDULE O

Funding and Technical Services Agreement

[Redacted – commercially sensitive information]

LC2293018-1

SCHEDULE P

[Redacted – confidential information]

AI assistant

Velocity Minerals Ltd. — M&A Activity 2025

45139_rns_2025-03-06_7288f1c9-f0f1-4b9f-b4bf-ab613129c3e4.pdf

SHARE PURCHASE AND OPTION AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 SALE AND PURCHASE; OPTION GRANT

ARTICLE 3 INTERVENING PERIOD

ARTICLE 4 REPRESENTATIONS AND WARRANTIES

ARTICLE 5 COVENANTS

ARTICLE 6 COVENANTS RELATING TO ACQUISITION PROPOSALS...36

ARTICLE 7 CONDITIONS TO CLOSING...39

ARTICLE 8 INDEMNIFICATION...41

ARTICLE 9 TERMINATION...47

ARTICLE 10 GENERAL...53

SHARE PURCHASE AND OPTION AGREEMENT

Rozino Project

Tintyava Exploration

Non-Tintyava Exploration Assets

Purchase and Sale; Grant of Option

ARTICLE 1 INTERPRETATION

1.1 Definitions

1.2 Headings

1.3 Extended Meanings

1.4 Statutory References

1.5 Date for Any Action

1.6 Currency

1.7 Accounting Matters

1.8 Rules of Construction

1.9 Control

1.10 Schedules

ARTICLE 2

SALE AND PURCHASE; OPTION GRANT

2.1 Tintyava Exploration Assets

2.2 Tintyava Exploration Assets Purchase Price

2.3 Non-Tintyava Exploration Assets Purchase Option

2.4 Allocation of the Non-Tintyava Exploration Assets Purchase Price

2.5 Closing

2.6 Payment of the Deposit and the Tintyava Exploration Assets Purchase Price; Rozino Project Purchase Closing Deliverables

2.7 Payment of the Non-Tintyava Exploration Assets Purchase Price; Non-Tintyava Exploration Assets Purchase Closing Deliverables

2.8 Transaction Fee

2.9 Escrow

ARTICLE 3

3.1 [Redacted – commercially sensitive information]

3.2 [Redacted – commercially sensitive information]

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 Velocity Representations and Warranties

4.2 Velocity Representations and Warranties with Respect to the Tintyava Exploration Companies and the Tintyava Exploration Assets

4.3 Velocity Representations and Warranties with Respect to the Optioned Companies and the Non-Tintyava Exploration Assets

4.4 Purchaser Representations and Warranties

4.5 Disclosure Letter

ARTICLE 5

COVENANTS

5.1 Conduct of Tintyava Exploration

5.2 Conduct of Target Companies

5.3 Confidentiality

5.4 Public Announcements

5.5 Access to Target Companies Information

5.6 Cooperation with Respect to Filings and Consents

5.7 Tax Returns

5.8 Competition Matters

5.9 Pre-Closing Reorganization

5.10 Funding and Technical Services Agreement

5.11 Compliance with Privacy Laws

5.12 Velocity Marks

5.13 Termination of Affiliate Agreements

5.14 Resigning Directors and Officers

5.15 Velocity Circular

5.16 Velocity Shareholder Approval and the Exchange Conditional Acceptance

5.17 Non-Solicitation

5.18 Access to Books and Records

ARTICLE 6

6.1 Non-Solicitation

6.2 Notification of Acquisition Proposals

6.3 Responding to Acquisition Proposals and Superior Proposals

ARTICLE 7

CONDITIONS TO CLOSING

7.1 Mutual Conditions

7.2 Conditions for the Benefit of the Purchaser

Velocity Minerals Ltd. M&A Activity 2025