Verdera changes name from POCML 7 with QT closing

Executive Summary

• Verdera Energy Corp. (formerly POCML 7 Inc.) completed a qualifying transaction involving the acquisition of all issued and outstanding securities of the target company (to be renamed Verdera Energy Holdings Inc.), resulting in a name change and share consolidation.
• The transaction involved significant capital raising, with aggregate gross proceeds of $20.4 million raised through the issuance of subscription receipts and a non-brokered private placement.
• The company’s board has been reconstituted, and new executive officers have been appointed, with trading expected to commence under the symbol "V" on the TSX Venture Exchange on or about February 24, 2026.

Key Details

• Transaction Structure: Completion of a qualifying transaction under TSX Venture Exchange policies, involving the acquisition of the target company and the conversion/exchange of subscription receipts.
• Capital Raised:
  • $2.67 million raised via subscription receipts of the company.
  • $17.33 million raised via subscription receipts of the target.
  • $400,000 raised via a non-brokered private placement of common shares.
  • Aggregate Gross Proceeds: $20.4 million.
• Corporate Changes:
  • Name Change: From POCML 7 Inc. to Verdera Energy Corp.
  • Share Consolidation: Completed immediately prior to closing on a 0.656565 company common share for each previously existing share basis.
  • CUSIP/ISIN: New CUSIP is 92339J107; New ISIN is CA92339J1075.
• Post-Transaction Share Capital:
  • 75,727,993 common shares issued and outstanding.
  • 4,736,000 options to acquire common shares.
  • 800,000 agent options to acquire common shares.
  • 35,000,000 preferred shares.
• Share Restrictions and Escrow:
  • 11,118,024 common shares subject to TSX-V escrow agreements.
  • 14,751,001 common shares subject to contractual hold per TSX-V 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 and distributed.
• Trading Status: Expected to commence trading on the TSX-V under symbol "V" on or about Feb. 24, 2026, subject to final acceptance by the TSX-V. The company will be classified as a Tier 1 mining issuer.
• Board and Management:
  • Board Reconstitution: Janet Lee Sheriff, Kevin Bambrough, Gregory Hayes, Mark Pelizza, and Jon Indall.
  • Officers: Janet Lee Sheriff appointed as CEO; Scott Davis appointed as CFO and Corporate Secretary.
• Advisory Fees:
  • PowerOne Capital Markets Ltd. received a $306,000 cash fee and 306,000 advisory options for acting as adviser to the target.
  • A director of POCML 7 received 250,000 common shares for acting as adviser to the target.
• Company Profile: Verdera Energy is focused on uranium asset development in New Mexico, specifically the Crownpoint and Hosta Butte projects in the Grants uranium district, utilizing in situ recovery (ISR) technology.

Notable Quotes

• None explicitly quoted in the text, though the "About" section outlines the company's strategic focus on clean, reliable domestic uranium and environmental stewardship.