Verde Agritech arranges $4.5-million private placement

Executive Summary

• Verde Agritech Ltd. has arranged a brokered private placement for aggregate gross proceeds of up to $4.5 million.
• The offering consists of up to 3.75 million units priced at $1.20 per unit, with net proceeds intended to accelerate work at the Minas Americas Global Alliance rare earth project in Brazil, including drilling and technical studies.
• The transaction is being conducted on a best-efforts basis by A.G.P. Canada Investments ULC, with closing expected on or about March 12, 2026.

Key Details

• Gross Proceeds: Up to $4.5 million.
• Unit Price: $1.20 per unit.
• Quantity: Up to 3.75 million units.
• Unit Composition: Each unit consists of one ordinary share and one share purchase warrant.
• Warrant Terms:
  • Each warrant entitles the holder to acquire one additional share at an exercise price of $1.65.
  • Warrants are exercisable for a period of 30 months after the closing date.
• Agent Commission:
  • Cash commission of 6.0% of gross proceeds paid to A.G.P. Canada Investments ULC.
  • Non-transferable warrants issued to the agent representing 3.0% of the aggregate number of units sold.
  • Broker warrants have an exercise price of $1.65 and a term of 30 months from closing.
• Use of Proceeds:
  • Accelerate work at the Minas Americas Global Alliance rare earth project in Minas Gerais, Brazil.
  • Specific activities include resource definition drilling, metallurgy optimization, and technical derisking for a maiden NI 43-101 mineral resource estimate and scoping-level economics.
  • Working capital and general corporate purposes.
• Regulatory Basis:
  • Listed issuer financing exemption under Part 5A of National Instrument 45-106.
  • Coordinated Blanket Order 45-935.
  • Selling jurisdictions: Alberta, British Columbia, and Ontario.
  • No hold period for securities issued to purchasers in Canadian selling jurisdictions.
  • Issuance in the US under Regulation D exemptions and offshore jurisdictions.
• Closing Date: Expected on or about March 12, 2026, or within 45 days of the release date as mutually agreed.
• Conditions: Subject to receipt of all necessary approvals, including the Toronto Stock Exchange.

Notable Quotes

• None provided in the text.