POCML 7 QT target Verdera arranges $20M offering

Executive Summary

• Verdera Energy Corp. has launched a financing offering of subscription receipts with aggregate gross proceeds of $20 million, in connection with a proposed qualifying transaction with POCML 7 Inc.
• The offering consists of 20 million subscription receipts priced at $1.00 each, with an over-allotment option for up to an additional $3 million.
• Proceeds will be placed in escrow pending the completion of the qualifying transaction; if the transaction fails, funds will be returned to investors.

Key Details

• Transaction Structure: Offering of subscription receipts for aggregate gross proceeds of $20 million.
• Pricing: $1.00 per subscription receipt.
• Quantity: 20 million subscription receipts.
• Over-Allotment Option: Agents have an option to purchase up to an additional 15% of subscription receipts (up to $3 million gross proceeds), exercisable up to 48 hours prior to closing.
• Exchange Mechanism: Upon satisfaction of escrow release conditions, each subscription receipt automatically exchanges for one common share of Verdera.
• Agent Compensation:
  • Commission: 5% of gross proceeds.
  • Broker Warrants: Equivalent to 4% of total subscription receipts sold.
  • Warrant Exercise Price: $1.00.
  • Warrant Term: 18 months from the date of closing of the proposed transaction.
• Escrow Arrangement:
  • Gross proceeds (less 50% of agent fee and expenses) placed in escrow.
  • Release Conditions: Satisfaction of all necessary conditions precedent to complete the proposed transaction.
  • Refund Clause: If conditions are not satisfied within 90 days (plus one-time 30-day extension), funds plus accrued interest are returned to holders.
  • Shortfall Liability: Verdera is responsible for any shortfall if escrowed funds are insufficient to refund 100% of the purchase price.
• Use of Proceeds: Exploration and advancement of Crownpoint and Hosta Butte projects (including additional drilling, core drilling for metallurgical studies, community relations, advance engineering studies), reserve for asset acquisitions, and general corporate/working capital.
• Private Placement Component: A portion may be completed via private placement of POCML 7 shares at the issue price.
  • Hold Period: 4 months + 1 day from closing of the POCML 7 PP.
  • Condition: Closing of POCML 7 PP is not conditional on the closing of the proposed transaction.
• Regulatory Conditions: Completion subject to TSX Venture Exchange acceptance and other conditions.

Notable Quotes

• None provided in the text.