POCML 7 QT target Verdera closes $20-million offering

Executive Summary

• Verdera Energy Corp. and POCML 7 Inc. closed a $20 million subscription receipt offering, issuing 17.33 M Verdera and 2.67 M POCML 7 receipts at $1 each.
• The proceeds (net of fees) are held in escrow pending completion of a qualifying transaction that will combine the entities into a single listed issuer on the TSX‑V (ticker V), with trading expected around Feb 24, 2026.
• Upon escrow release, subscription receipts will automatically convert to common shares of the new Verdera Energy Corp., and broker subscription receipts will become warrants exercisable at $1 for 18 months.

Key Details

• Offering Structure: 20 M total gross proceeds; 17.33 M Verdera subscription receipts + 2.67 M POCML 7 subscription receipts, each priced at $1.
• Agent Compensation: Total commission of $1 M (5% of gross proceeds); 50% paid at closing, 50% held in escrow. Agents also received 800,000 broker subscription receipts (4% of total receipts).
• Escrow Arrangement: Net proceeds (after deducting 50% of agent fees and expenses) placed with Odyssey Trust Company; release contingent on satisfaction of transaction conditions within 90 days (extendable by 30 days). Unmet conditions trigger refund to receipt holders, with Verdera liable for any shortfall.
• Proposed Transaction Mechanics: Upon escrow release, each subscription receipt converts into one common share of the combined issuer, which will be renamed Verdera Energy Corp.
• Broker Warrants: Broker subscription receipts convert to warrants exercisable at $1 per warrant for 18 months from closing of the qualifying transaction.
• Use of Net Proceeds (post‑escrow): Exploration and advancement of Crownpoint and Hosta Butte projects (additional drilling, core drilling for metallurgical studies), community relations, engineering studies, reserve for further asset acquisitions, and general corporate/working capital.
• Related Party Participation: Directors David D'Onofrio and Adam Parsons (POCML 7) purchased $200,000 of receipts; transaction qualifies for MI 61‑101 exemptions.
• Shareholder Approvals: POCML 7 shareholders approved name change, consolidation, and board reconstitution on Jan 8, 2026; Verdera shareholders approved via consent resolution. TSX‑V gave conditional approval on Jan 22, 2026.
• Concurrent Private Placement: POCML 7 may conduct a non‑brokered private placement of up to $400,000 in Verdera shares (hold period: 4 months + 1 day). Closing of the qualifying transaction is not dependent on this PP.
• Future Filings & Announcements: Joint news releases dated Nov 3 and Nov 26, 2025 provide additional terms; a filing statement expected around Feb 13, 2026 on SEDAR+. A subsequent release will confirm final closing date and TSX‑V trading date.

Notable Quotes

• No direct quotes were provided in the release.