Verdera Energy Announces Go-Public Transaction with POCML 7 Inc. and Brokered $20 Million Financing to Advance its Significant Uranium Resources in the United States

Executive Summary

• Verdera Energy Corp. entered into a binding Letter Agreement with TSX Venture capital pool company POCML 7 Inc. to be acquired in a go‑public transaction that will become the qualifying transaction for POCML 7.
• The deal includes a brokered financing of up to C$20 million through subscription receipts, led by Haywood Securities and SCP Resource Finance, with a 5% cash fee and a 4% overallotment option for agents.
• Upon closing, the combined entity will be listed on the TSX Venture as Verdera Energy Corp., with existing shareholders receiving one consideration share per Verdera share; enCore Energy will distribute 35 million of its consideration shares to its shareholders.

Key Details

• Proposed Transaction Structure – POCML 7 will acquire all issued and outstanding common and preferred shares of Verdera (31,178,000 common + 50,000,000 preferred) on a one‑for‑one share exchange; preferred shares convert to common at closing.
• Financing Terms – Subscription receipts up to C$20 M; agents receive 5% cash fee of gross proceeds plus subscription receipts equal to 4% of the number issued; overallotment option for agents to increase offering by up to 15%. Proceeds held in escrow until transaction closing.
• Use of Proceeds – Exploration and development of Crownpoint & Hosta Butte Project (additional drilling, core drilling for metallurgical studies, community relations, engineering studies, preliminary feasibility study, permitting), reserve for asset acquisitions, and general corporate working capital.
• Resource Highlights – Crownpoint indicated resource: 25.7 M lbs eU₃O₈; inferred resource: 5.9 M lbs eU₃O₈. Total indicated (including Hosta Butte) 29.0 M lbs; total inferred 5.9 M lbs. Historic resources across other projects total ~59.3 M lbs U₃O₈.
• Management of Resulting Issuer – Post‑closing board to include Janet Lee Sheriff (CEO), Kevin Bambrough, Mark Pelizza, Jon Indall, Greg Hayes; CFO will be Scott Davis.
• Conditions to Closing – Execution of definitive agreement, no material adverse change, regulatory and shareholder approvals (including TSXV conditional approval), completion of financing, customary due diligence, name change/consolidation, and other standard closing conditions.
• TSX Venture Implications – Transaction will satisfy POCML 7’s qualifying‑transaction requirement under Policy 2.4; shares are currently halted pending TSXV approval.
• Advisors & Fees – PowerOne Capital Markets Ltd. acting as Verdera advisor; may receive cash and securities compensation. No additional compensation to PowerOne from the transaction beyond disclosed fees.
• Escrow & Resale Restrictions – Certain consideration shares subject to TSX Venture resale/escrow restrictions, including those issued to principals.

Notable Quotes

• “The combination with POCML 7 provides a clear path to bring our world‑class uranium assets to the public markets and accelerate development of the Crownpoint and Hosta Butte projects,” – Janet Lee Sheriff, CEO.

Materiality: Material – Positive (significant financing and go‑public transaction that materially impacts shareholder value and company operations).