Velocity Minerals Ltd. — Proxy Solicitation & Information Statement 2025

Mar 19, 2025

VELOCITY
MINERALS LTD.

Suite 890, 999 West Hastings Street
Vancouver, British Columbia, Canada, V6C 2W2
Telephone: 604-484-1233

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the special meeting (the "Meeting") of the holders of common shares (the "Velocity Shareholders") in the capital of Velocity Minerals Ltd. ("Velocity" or the "Company") will be held at Suite 880, 320 Granville Street, Vancouver, British Columbia, Canada on Tuesday, April 15, 2025, at 10:00 a.m. (Vancouver time) for the following purposes:

1. To consider, and if thought advisable, to pass, with or without variation, a special resolution (the "Transaction Resolution"), the full text of which is set forth in Schedule "A" to the accompanying management information circular (the "Information Circular"), approving the sale of substantially all of the assets of the Company (the "Transaction") pursuant to the terms and conditions of a share purchase and option agreement made as of February 24, 2025, with Türker Global Madencilik Sanayi ve Ticaret A.Ş. (the "Agreement"), as more particularly described in the Information Circular; and
2. To transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Information Circular provides detailed information relating to the matters to be addressed at the Meeting and is incorporated into this Notice of Meeting. Please review the Information Circular carefully as it has been prepared to help you make an informed decision on the Transaction. The Agreement has been filed on the Company's profile on the SEDAR+ website (www.sedarplus.ca) and a copy of the Agreement will be available for inspection by the Velocity Shareholders at the Company's records office, located at Suite 880, 320 Granville Street, Vancouver, British Columbia, V6C 1S9, during statutory business hours on any Business Day up to and including the day of the Meeting.

It is a condition to the completion of the Transaction that the Transaction Resolution be approved at the Meeting. The board of directors of Velocity (the "Velocity Board") UNANIMOUSLY recommends that Velocity Shareholders vote FOR the Transaction Resolution.

The Velocity Board has fixed March 11, 2025, as the record date for the Meeting (the "Record Date"). Only Velocity Shareholders of record at the close of business on the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof.

Only registered Velocity Shareholders (each a "Registered Velocity Shareholder") are entitled to vote at the Meeting, either in person or by proxy. If you are a Registered Velocity Shareholder and are unable to attend the Meeting in person, please exercise your right to vote by completing and returning the accompanying form of proxy to Computershare Trust Company of Canada. Proxies must be completed, dated, signed and returned to Computershare Trust Company of Canada, Proxy Department, at 8th Floor, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1 by 10:00 a.m. (Vancouver time) on April 11, 2025, or if the Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the date to which the Meeting is adjourned or postponed. Telephone voting

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can be completed at 1-866-732-8683, voting by fax can be sent to 1-866-249-7775 or 416-263-9524 and internet voting can be completed at www.investorvote.com. Late proxies may be accepted or rejected by the Chair of the Meeting at his discretion and the Chair of the Meeting is under no obligation to accept or reject any particular late proxy. The Chair of the Meeting may waive or extend the proxy cut-off without notice.

A "beneficial" or "non-registered" Velocity Shareholder (a "Beneficial Shareholder") will not be recognized directly at the Meeting for the purposes of voting common shares registered in the name of their bank, broker or other financial intermediary. If you are a Beneficial Shareholder and have received these materials through your bank, broker or other financial intermediary, please complete and return the form of proxy or voting instruction form provided to you by your bank, broker or other financial intermediary in accordance with the instructions provided therein.

Registered Velocity Shareholders have the right to dissent with respect to the Transaction Resolution in accordance with the Business Corporations Act (British Columbia) (the "BCBCA"). If the Transaction Resolution becomes effective, Registered Velocity Shareholders who validly dissent from the Transaction Resolution will be entitled to be paid the fair value of their common shares, subject to strict compliance with Sections 237 to 247 of the BCBCA. Failure to comply strictly with the requirements set forth in Sections 237 to 247 of the BCBCA may result in the loss of any right of dissent. A Registered Velocity Shareholder's right to dissent is more particularly described under the "Rights of Dissenting Shareholders" heading in the Information Circular, and the complete text of Sections 237 to 247 of the BCBCA is set forth in Schedule "B" to the Information Circular.

Beneficial Shareholders who wish to dissent should be aware that only Registered Velocity Shareholders are entitled to dissent. Accordingly, Beneficial Shareholders desiring to exercise this right must make arrangements for the registered holder of the beneficially owned shares to dissent on his, her or its behalf.

DATED at Vancouver, British Columbia, this 14th day of March, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Keith J. Henderson

Keith J. Henderson
President, Chief Executive Officer
and Director

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