Verdera Energy Launches $20 Million Financing for Uranium Project

• Verdera Energy has launched a $20 million subscription receipt offering at $1.00 per unit, with an overallotment option of up to $3 million
• Haywood Securities and SCP Resource Finance lead an agent syndicate including Stifel Nicolaus Canada and Jett Capital Advisors
• The offering is part of a reverse takeover qualifying transaction with POCML 7 Inc. (TSXV:POC.P)
• Proceeds will fund drilling, metallurgical studies, engineering work, and community relations at the Crownpoint and Hosta Butte Project
• Verdera holds mineral rights across approximately 400 square miles in the Grants Uranium District

Verdera Energy Corp. (TSXV:POC.P) is a uranium development company focused on in-situ recovery uranium projects in New Mexico's Grants Uranium District. The company holds mineral rights spanning approximately 400 square miles, with its primary asset being the Crownpoint and Hosta Butte Project. Strategic shareholder enCore Energy Corp. (Nasdaq: EU, TSXV: EU) backs the company. Verdera pursues projects suitable for in-situ recovery extraction technology and works with local communities on its development activities.

$20 Million Subscription Receipt Financing and Agent Syndicate

The offering consists of 20 million subscription receipts at $1.00 each. Each subscription receipt will convert into one common share of Verdera upon satisfaction of escrow release conditions, including completion of the proposed transaction. The agents have an option to purchase up to an additional 15% of the subscription receipts, exercisable up to 48 hours prior to closing.

Haywood Securities Inc. and SCP Resource Finance LP serve as co-lead agents, with Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC completing the syndicate. The agents will receive a 5% commission on gross proceeds and broker warrants equivalent to 4% of total subscription receipts sold. Each broker warrant is exercisable at $1.00 for 18 months from the closing date of the proposed transaction.

At closing, gross proceeds less 50% of the agent's fee and expenses will be placed in escrow. If escrow release conditions are not satisfied within 90 days (with a possible 30-day extension by mutual agreement), or if the proposed transaction terminates, escrowed funds plus accrued interest will be returned to subscription receipt holders and the receipts cancelled. Verdera is responsible for any shortfall if escrowed funds are insufficient to refund the full purchase price.

POCML 7 Reverse Takeover Qualifying Transaction Structure

The financing supports Verdera's reverse takeover of POCML 7 Inc., a capital pool company trading on the TSX Venture Exchange under ticker POC.P. The transaction is structured as a qualifying transaction under TSX Venture Exchange policies, as announced by Verdera on November 3, 2025 and November 26, 2025.

A portion of the offering may be completed through a private placement of POCML 7 shares at $1.00, with adjustments for share consolidation. These shares will be subject to a four-month-plus-one-day hold period from closing. The closing of this POCML 7 private placement is not conditional on closing the proposed transaction.

Completion of the proposed transaction requires several conditions, including TSX Venture Exchange acceptance. The exchange has not passed upon the merits of the transaction and has neither approved nor disapproved the contents of the announcement. Trading in capital pool company securities is considered highly speculative.

Crownpoint and Hosta Butte Project Development and Use of Proceeds

Following escrow release and completion of the proposed transaction, Verdera intends to use net proceeds for exploration and advancement of the Crownpoint and Hosta Butte Project. Planned activities include additional drilling, core drilling for metallurgical studies, community relations, and advance engineering studies. The company will also maintain a reserve for potential acquisitions related to current operations and allocate funds for general corporate and working capital purposes.

Janet Lee Sheriff, Chief Executive Officer of Verdera Energy Corp., stated:

"This $20 million financing represents a major milestone for Verdera as we work to advance our significant ISR-amendable uranium projects in New Mexico. The strong support from our syndicate of leading financial institutions reflects confidence in our assets and our ability to help meet growing domestic uranium demand in the United States."

The Crownpoint and Hosta Butte Project is located in the Grants Uranium District in New Mexico, identified in the news release as the seventh-largest uranium producing district in the world. Verdera's projects are designed for in-situ recovery extraction methods. The company has stated its commitment to environmental stewardship and collaboration with local communities in its project development.

Next Steps

The offering's key milestones include satisfaction of escrow release conditions within 90 days of closing, with a potential 30-day extension if mutually agreed between the co-lead agents and Verdera. Completion of the proposed transaction with POCML 7 Inc. requires TSX Venture Exchange acceptance and fulfilment of various conditions precedent. Upon meeting these conditions, subscription receipts will convert to Verdera common shares, and the company will deploy the raised capital towards drilling programmes, metallurgical studies, engineering work, and community relations at the Crownpoint and Hosta Butte Project.

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