Verdera Energy Completes $20 Million Financing Ahead of TSX-V Listing

• Closed $20 million financing through subscription receipts priced at $1.00 per unit
• Reserved ticker symbol "V" on the TSX Venture Exchange with trading expected to commence on or about February 24, 2026
• Proceeds allocated for drilling, metallurgical studies, engineering work, community relations, and potential asset acquisitions at Crownpoint and Hosta Butte Project
• POCML 7 shareholders approved qualifying transaction on January 8, 2026; conditional TSX-V approval received January 22, 2026
• Strategic shareholder enCore Energy Corp. (Nasdaq: EU, TSXV: EU) provides backing

Verdera Energy Corp. (TSXV: V) is a uranium development company focused on in-situ recovery uranium projects in New Mexico's Grants Uranium District, the world's seventh largest uranium producing region. The company holds mineral rights spanning approximately 400 square miles, with the Crownpoint and Hosta Butte Project as its principal asset. Verdera is backed by strategic shareholder enCore Energy Corp. and uses in-situ recovery extraction technology.

$20 Million Financing Closing

Verdera completed its subscription receipt offering on February 12, 2026, issuing 17,330,000 Verdera subscription receipts and 2,670,000 POCML7 subscription receipts for aggregate gross proceeds of $20 million. The offering was completed through a syndicate of agents led by Haywood Securities Inc. and SCP Resource Finance LP, with participation from Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC.

POCML7 directors David D'Onofrio and Adam Parsons participated in the offering for aggregate proceeds of $200,000. The agents received total commission of $1,000,000 (5% of gross proceeds), with 50% paid at closing and the remainder held in escrow. The agents also received 800,000 broker subscription receipts, convertible to broker warrants exercisable at $1.00 for 18 months after transaction completion.

Gross proceeds, less 50% of agent fees and expenses, are held in escrow by Odyssey Trust Company. If conditions are not met within 90 days (with one possible 30-day extension) or if the transaction terminates, escrowed funds plus interest will be returned to holders. Verdera is responsible for any shortfall if escrowed funds cannot refund 100% of the purchase price.

Proposed Qualifying Transaction and TSX-V Listing Update

POCML7 shareholders approved the qualifying transaction on January 8, 2026, including name change, consolidation, and board reconstitution. Verdera shareholders approved the transaction by consent resolution. The TSX Venture Exchange granted conditional approval on January 22, 2026.

Upon completion, each subscription receipt will convert into one common share of the resulting issuer, to be renamed Verdera Energy Corp. The company has reserved ticker symbol "V" and expects the filing statement to be available on SEDAR+ on or about February 13, 2026 under POCML7's issuer profile.

POCML7 proposes a concurrent non-brokered private placement of up to $400,000 through issuance of Verdera shares at $1.00 per share. These shares will be subject to a four-month-plus-one-day hold period. The qualifying transaction is not conditional on this private placement. Completion remains subject to final TSX-V acceptance.

Use of Proceeds for Crownpoint and Hosta Butte Project

Following escrow release and transaction completion, Verdera will use net proceeds for exploration and advancement of the Crownpoint and Hosta Butte Project. Planned work includes additional drilling, core drilling for metallurgical studies, community relations programmes, and advance engineering studies.

The company will maintain a reserve for asset acquisitions related to current operations. A portion of proceeds will support general corporate and working capital purposes. In-situ recovery is a uranium extraction method that dissolves uranium underground and pumps it to the surface, avoiding conventional open-pit or underground mining.

Verdera holds mineral rights covering approximately 400 square miles in the Grants Uranium District. The funded work programme represents the next development phase for the company's New Mexico uranium assets.

Outlook and Next Steps

Verdera Energy has closed its $20 million financing and received conditional TSX-V approval for its qualifying transaction with POCML 7 Inc. The company expects to file its statement on SEDAR+ on or about February 13, 2026 and commence trading under ticker symbol "V" on or about February 24, 2026, subject to final conditions and TSX-V acceptance. Upon completion, subscription receipts will convert to common shares and proceeds will fund drilling, metallurgical studies, engineering work, and community relations at the Crownpoint and Hosta Butte Project.

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