Verde Agritech arranges $4.5-million private placement

Mr. Cristiano Veloso reports VERDE AGRITECH ANNOUNCES BROKERED LIFE FINANCING OF UP TO $4.5 MILLION Verde Agritech Ltd. has arranged a brokered private placement for aggregate gross proceeds of up to $4.5-million, consisting of up to 3.75 million units of the company at a price of $1.20 per unit. The offering will be conducted on a commercially reasonable best efforts basis by A.G.P. Canada Investments ULC, acting as lead agent and sole bookrunner for the offering. Each unit will consist of one ordinary share of the company and one share purchase warrant. Each warrant will entitle the holder to acquire one additional share at a price of $1.65 for a period of 30 months after the closing date (as defined below). The units will be offered by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in the provinces of Alberta, British Columbia and Ontario (the Canadian selling jurisdictions). Pursuant to NI 45-106 and the order, the securities issued to purchasers resident in the Canadian selling jurisdictions under the offering, including the shares and the warrants underlying the units and, upon exercise of the warrants, the warrant shares, will not be subject to a hold period under applicable Canadian securities laws. The company is relying on the exemptions in Part 5A of NI 45-106 and the order and is qualified to distribute securities in reliance on the exemptions included therein. The units may also be issued in the United States pursuant to exemptions from registration requirements in Regulation D of the U.S. Securities Act of 1933, as amended, and offshore jurisdictions. In connection with the offering, the agent will receive a cash commission equal to 6.0 per cent of the gross proceeds of the offering and the company will issue to the agent non-transferable warrants representing 3.0 per cent of the aggregate number of units sold pursuant to the offering. Each broker warrant will entitle the holder to purchase one share of the company at a price of $1.65 for a period of 30 months from the closing of the offering. The company intends to use the net proceeds raised from the offering to accelerate work at its Minas Americas Global Alliance rare earth project in Minas Gerais, Brazil, including resource definition drilling, metallurgy optimization and other technical derisking required for a maiden National Instrument 43-101, Standards of Disclosure for Mineral Projects, mineral resource estimate and scoping-level economics, and for working capital and general corporate purposes. The offering is expected to close on or about March 12, 2026, or such other date that is within 45 days from the date of this news release as mutually agreed upon by the company and the agent. The offering remains subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange. There is an offering document related to the offering that will be made available under the company's profile on SEDAR+. The offering document will also be made available on the company's website. Prospective investors should read this offering document before making an investment decision. About Verde Agritech Ltd. Verde Agritech is a Brazil-focused specialty fertilizer company listed on the TSX and OTCQX. The company is advancing the Minas Americas Global Alliance rare earth project in Minas Gerais, Brazil, leveraging its operational platform and regional experience to accelerate exploration and technical derisking. We seek Safe Harbor.