Verdera Energy Secures Path to Public Markets with $20 Million Financing to Develop US Uranium Assets

• Verdera Energy Corp. is pursuing a qualifying transaction with POCML 7 Inc. to become a publicly listed mining issuer on the TSX Venture Exchange.
• A brokered financing led by Haywood Securities Inc. and SCP Resource Finance LP targets up to $20 million through subscription receipts, with a 15% overallotment option.
• The Crownpoint and Hosta Butte Project contains 25.7 million pounds of indicated uranium resources and 5.9 million pounds of inferred resources suitable for in-situ recovery extraction.
• Verdera holds mineral rights covering approximately 400 square miles in New Mexico's Grants Uranium District, which has historically produced nearly 40% of US uranium.
• enCore Energy Corp. holds 50 million preferred shares and plans to distribute 35 million shares to its shareholders upon transaction completion.

Verdera Energy Corp. (TSXV: POC.P) is a uranium development company focused on projects in New Mexico's Grants Uranium District, ranked as the seventh largest uranium producing region globally. The company holds mineral rights spanning approximately 400 square miles and utilises in-situ recovery extraction technology. Verdera's assets were acquired from enCore Energy Corp. in March and April 2025.

Go-Public Transaction and Structure

Verdera entered into a binding letter agreement dated November 2, 2025, with POCML 7 Inc., a capital pool company. POCML 7 will acquire all outstanding Verdera shares in exchange for post-consolidation shares on a one-for-one basis. Verdera currently has 31,178,000 common shares, 50,000,000 preferred shares, and 4,680,000 stock options outstanding. POCML 7 will consolidate its shares at approximately 0.6565 new shares per old share prior to closing.

The combined company will operate as Verdera Energy Corp. and list as a mining issuer on the TSXV. Janet Lee Sheriff will serve as Chair and Chief Executive Officer, with board members including Kevin Bambrough, Mark Pelizza, Jon Indall, and Greg Hayes. Scott Davis will serve as Chief Financial Officer. POCML 7 held $609,602 in net cash as of June 30, 2025.

Closing conditions include negotiation of a definitive agreement, regulatory and shareholder approvals, completion of due diligence, and closing of the financing. Certain shares will be subject to TSXV escrow requirements.

$20 Million Brokered Financing

Verdera intends to complete a subscription receipt financing for gross proceeds of up to $20 million on a best efforts basis. Subscription receipts will convert into common shares upon closing of the transaction, with proceeds held in escrow until that time. The agents have a 15% overallotment option, potentially increasing proceeds to $23 million.

Agent compensation includes a 5% cash fee and compensation subscription receipts equal to 4% of receipts issued. Net proceeds will fund drilling, metallurgical studies, engineering studies, preliminary feasibility study preparation, state permitting, potential asset acquisitions, and general corporate purposes at the Crownpoint and Hosta Butte Project.

Crownpoint and Hosta Butte Project Resources

The Crownpoint and Hosta Butte Project contains 25,702,000 pounds of indicated uranium resources at 0.117% average grade across 10,958,000 tons, and 5,870,000 pounds of inferred resources at 0.121% average grade across 2,388,000 tons, based on a September 2025 estimate. The mineralisation is amenable to in-situ recovery extraction.

The project includes three shafts developed by Conoco in the 1980s and is located within five miles of a licensed processing facility. Verdera also holds properties with historical resource estimates totalling 59.3 million pounds across Nose Rock, West Largo, and Ambrosia Lake. These historical estimates have not been verified under current NI 43-101 standards and are not classified as current mineral resources.

Next Steps

The transaction requires satisfaction of closing conditions including definitive agreement execution, regulatory approvals, due diligence completion, and financing closure. A filing statement will be filed on SEDAR+ containing transaction details. Upon closing, Verdera will commence trading as a public mining issuer and begin executing its funded development program.

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