Verdera Energy Announces Closing of Qualifying Transaction

Executive Summary

• Verdera Energy Corp. (formerly POCML 7 Inc.) completed a Qualifying Transaction under TSX Venture Exchange policies, acquiring all issued and outstanding securities of Verdera Energy Corp. (to be renamed Verdera Energy Holdings Inc.).
• The transaction involved the conversion and exchange of subscription receipts and a non-brokered private placement, raising aggregate gross proceeds of $20.4 million.
• The Company consolidated its shares, changed its name to Verdera Energy Corp., and appointed a new board of directors and executive team, including Janet Lee Sheriff as CEO.

Key Details

• Transaction Structure: Acquisition of all issued and outstanding securities of Verdera Energy Corp. (Target), which will be renamed Verdera Energy Holdings Inc.
• Financing Details:
  • Gross proceeds of $2.67 million raised via Subscription Receipts of the Company.
  • Gross proceeds of $17.33 million raised via Subscription Receipts of the Target.
  • Gross proceeds of $400,000 raised via a non-brokered private placement of common shares.
  • Total Aggregate Gross Proceeds: $20.4 million.
• Share Consolidation & Name Change:
  • Share consolidation ratio: 0.656565 Company common shares for each previously existing share.
  • Name change: From POCML 7 Inc. to Verdera Energy Corp.
  • New CUSIP: 92339J107; New ISIN: CA92339J1075.
  • Transfer agent TSX Trust Company to send new Direct Registration System (DRS) advice.
• Post-Transaction Share Capital:
  • 75,727,993 common shares issued and outstanding.
  • 4,736,000 outstanding options to acquire common shares.
  • 800,000 outstanding agent options to acquire common shares.
  • 35,000,000 preferred shares.
• Escrow and Restrictions:
  • 11,118,024 common shares subject to TSXV escrow agreements.
  • 14,751,001 common shares subject to contractual hold (TSXV seed share resale restrictions).
  • 15,000,000 common shares held by enCore Energy Corp. and 1,000,000 common shares held by an entity controlled by a former director/officer are restricted until preferred shares are converted to common shares and distributed to enCore shareholders.
• Regulatory Status:
  • Final acceptance pending issuance of Final Bulletin by TSXV.
  • Company will be classified as a Tier 1 mining issuer.
  • Common Shares expected to trade under symbol "V" on or about February 24, 2026.
• Management Changes:
  • Board reconstituted with members: Janet Lee Sheriff, Kevin Bambrough, Gregory Hayes, Mark Pelizza, and Jon Indall.
  • Janet Lee Sheriff appointed as Chief Executive Officer.
  • Scott Davis appointed as Chief Financial Officer and Corporate Secretary.
• Advisory Fees:
  • PowerOne Capital Markets Limited received a $306,000 cash fee and 306,000 advisory options for advising the Target.
  • A director of POCML 7 Inc. received 250,000 common shares for advising the Target.

Notable Quotes

• None provided in the text.