VANCOUVER, BRITISH COLUMBIA — (Marketwire) — 11/19/12 — Velocity Minerals Ltd. (the „Company“)(TSX VENTURE: VLC.H) advises that, at the upcoming annual and special general meeting of its shareholders scheduled for December 18, 2012, the shareholders will be asked to approve a special resolution to consolidate (the „Consolidation“) all of the issued and outstanding Common Shares on the basis of a ratio not to exceed one post-consolidation Common Share for every four pre-consolidation Common Shares, or such lesser whole number of pre-consolidation Common Shares that the directors of the Company in their discretion may determine, with the Consolidation to be implemented by the Board at any time, such that on completion of the Consolidation, all of the 29,132,833 Common Shares presently issued and outstanding will be consolidated into not less than 7,283,208 issued and outstanding Common Shares. This Consolidation remains subject to all required regulatory approvals, including both TSX Venture Exchange („TSXV“) approval and shareholder approval. The number of outstanding stock options and warrants of the Company will similarly be adjusted by the consolidation ratio, and the exercise prices adjusted accordingly.
The Company-s directors believe the Consolidation is necessary for the following reasons:
The Company does not plan to change its name in conjunction with the proposed Consolidation.
The Company further advises that the TSX delisted the Company-s securities at the close of market on November 5, 2012 due to its inability to meet the TSX-s minimum listing requirements. In an effort to maintain liquidity in the Common Shares, the Board applied to transfer the Company-s listing to the NEX, a separate board of the TSXV that provides a trading forum for listed companies that have low levels of business activity or have ceased to carry on an active business. Effective November 6, 2012, the Common Shares commenced trading on the NEX.
The Company continues to seek a funding for its mineral projects or, in the alternative, a new resource project acceptable to funding sources.
On behalf of the Board of Directors,
Kenneth R. Holmes, Chairman
Forward-Looking Information
This release includes certain statements that may be deemed „forward-looking statements“. All statements in this release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words „expects“, „plans“, „anticipates“, „believes“, „intends“, „estimates“, „projects“, „potential“ and similar expressions, or by words indicating that events or conditions „will“, „would“, „may“, „could“ or „should“ occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company-s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management-s beliefs, estimates or opinions, or other factors, should change.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contacts: Velocity Minerals Ltd. Jeremy Yaseniuk Investor Relations (604) 689-7411 or Toll Free: (866) 920-0567
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