Verdera Energy Moves Forward with TSX Venture Exchange Listing Through POCML 7 Amalgamation

• Verdera Energy has signed a definitive amalgamation agreement with POCML 7 Inc. (TSXV: POC.P), structured as a three-cornered amalgamation that will result in a TSX Venture Exchange listing under the Verdera Energy name.
• The company's flagship Crownpoint and Hosta Butte Project hosts 25.7 million pounds of indicated uranium resources and 5.9 million pounds of inferred resources, located within five miles of a licensed processing facility.
• Verdera controls approximately 400 square miles of mineral rights in New Mexico's historic Grants Uranium District, which has produced nearly 40% of all uranium mined in the United States.
• The portfolio includes additional properties with 59.3 million pounds of historical mineral resources at Nose Rock, West Largo, and Ambrosia Lake that require verification and updating to current standards.
• Strategic backing from enCore Energy Corp. (Nasdaq: EU, TSXV: EU) provides industry expertise and support, with enCore holding 50 million preferred shares that will convert to common equity.

Verdera Energy Corp. is a uranium development company focused on projects in New Mexico's Grants Uranium District. The company holds mineral rights spanning approximately 400 square miles in the district. Verdera's principal asset is the Crownpoint and Hosta Butte Project, with additional properties containing historical resources.

Amalgamation Agreement and Qualifying Transaction Structure

The amalgamation agreement outlines the terms under which POCML 7 will acquire all outstanding securities of Verdera through a three-cornered amalgamation. Under this structure, a subsidiary of POCML 7 will amalgamate with Verdera, with the resulting company continuing as a subsidiary of the Resulting Issuer. Existing Verdera common shareholders will receive post-consolidation common shares in the Resulting Issuer, which will operate under the Verdera Energy name on the TSX Venture Exchange.

EnCore Energy Corp. holds 50 million Verdera preferred shares. Under the transaction terms, 15 million of these preferred shares will convert to post-consolidation common shares of the Resulting Issuer at closing. The remaining 35 million preferred shares will convert to preferred shares of the Resulting Issuer, which will subsequently convert to common shares upon distribution to enCore Energy's shareholders.

The transaction remains subject to several closing conditions. These include obtaining necessary consents and regulatory approvals from the TSXV, completion of shareholder approvals, completion of a name change and share consolidation by POCML 7, completion of the proposed financing, satisfactory due diligence by both parties, and no material adverse changes affecting either company. A Filing Statement will be prepared and filed in accordance with TSXV requirements.

Crownpoint and Hosta Butte Mineral Resource Estimates

The Crownpoint and Hosta Butte Project contains 25.7 million pounds of indicated uranium resources across 10.96 million tonnes grading 0.117% uranium, based on estimates completed in September 2025. The project also holds 5.9 million pounds of inferred resources across 2.39 million tonnes grading 0.121% uranium. These estimates use a 0.02% grade cut-off and a grade-thickness cut-off of 0.25 foot-percent.

The resource base is divided between two areas. Crownpoint contains 16.2 million pounds of indicated resources grading 0.111% uranium, whilst Hosta Butte holds 9.5 million pounds grading 0.130% uranium. The inferred resources consist of 1.4 million pounds at Crownpoint grading 0.103% and 4.5 million pounds at Hosta Butte grading 0.131%. The mineralisation is suitable for in-situ recovery (ISR) extraction methods. The project is located within five miles of a licensed processing facility. Three existing shafts for underground production were developed by Conoco in the 1980s.

Historical Mineral Resources at New Mexico Properties

Verdera holds several properties in New Mexico with historical mineral resource estimates totalling 59.3 million pounds of uranium. The Nose Rock property contains historical estimates of 35 million pounds across 11.8 million tonnes grading 0.148% uranium. These estimates are based on drilling programmes by previous operators, including more than 1,200 drill holes documented in technical reports filed by prior property owners.

The West Largo property has historical estimates of 17.2 million pounds of uranium across 2.9 million tonnes grading 0.30%. The Ambrosia Lake properties contain historical estimates of 7.1 million pounds across 2 million tonnes grading 0.176%. These estimates were prepared by previous operators and documented in various technical reports.

The company states that these historical estimates were prepared under earlier technical standards and do not use current mineral resource categories prescribed under NI 43-101. The company is not treating the historical estimates as current mineral resources. Additional work will be required to verify and update the historical estimates, including review of assumptions and parameters, and confirmatory exploration and analysis. The company holds historical exploration data on these properties that can be used for verification work and potential resource expansion.

Path Forward

The transaction closing is subject to satisfaction of remaining conditions, including regulatory approvals from the TSX Venture Exchange, shareholder approvals, completion of the proposed financing, and satisfactory due diligence. The Filing Statement will provide details about the Resulting Issuer's business, properties, and financial structure in accordance with exchange requirements. Upon successful completion of the transaction, the Resulting Issuer will operate as a mining issuer under the name Verdera Energy Corp. on the TSX Venture Exchange.

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