POCML 7 QT target Verdera closes $20-million offering

Mr. David D'Onofrio reports VERDERA ENERGY CLOSES $20 MILLION FINANCING AND PROVIDES UPDATE TO PROPOSED QUALIFYING TRANSACTION AND LISTING ON THE TSX-V Verdera Energy Corp. and POCML 7 Inc. have closed their previously announced offering of subscription receipts of Verdera and POCML7 for aggregate gross proceeds of $20-million. Verdera has reserved the ticker symbol V on the TSX Venture Exchange and expects trading on the TSX-V to commence on or about Feb. 24, 2026. The offering was completed pursuant to an agency agreement among Verdera, POCML7, and a syndicate of agents led by Haywood Securities Inc. and SCP Resource Finance LP, and including Stifel Nicolaus Canada Inc. and Jett Capital Advisors LLC. Pursuant to the offering, the company issued an aggregate of 17.33 million subscription receipts of Verdera and 2.67 million subscription receipts of POCML7 at a price of $1 per subscription receipt. The offering was completed in connection with a proposed transaction that will constitute a qualifying transaction of POCML7 under TSX-V policies, as previously announced by Verdera on Nov. 3, 2025, and Nov. 26, 2025. Upon satisfaction of applicable escrow release conditions, including, without limitation, satisfaction of all necessary conditions precedent to complete the proposed transaction, each Verdera subscription receipt and each POCML7 subscription receipt will be automatically exchanged for one common share of the resulting issuer, to be renamed Verdera Energy Corp. Verdera has agreed to pay the agents a total commission of $1-million, being 5 per cent of the gross proceeds raised in the offering, 50 per cetn of which was paid to the agents on closing of the offering, with the remaining 50 per cent held in escrow pending completion of the proposed transaction. Verdera also issued the agents a total of 800,000 broker subscription receipts, being 4 per cent of the total number of subscription receipts sold. Upon completion of the proposed transaction, the broker subscription receipts will convert to broker warrants, with each broker warrant being exercisable at a price of $1 for a period of 18 months from the date of closing of the proposed transaction. The gross proceeds of the offering, less 50 per cent of the agents' fees and the agents' expenses, are being held in escrow by Odyssey Trust Company in accordance with subscription receipt agreements dated Feb. 12, 2026, among Verdera, POCML7, the co-lead agents and Odyssey pending satisfaction of the escrow release conditions. In the event the escrow release conditions are not satisfied within 90 days of the closing of the offering, subject to a one time extension of 30 days if mutually agreed between the co-lead agents and Verdera, or the proposed transaction is otherwise terminated, the escrowed funds together with accrued interest earned thereon will be returned to the holders of the subscription receipts and the subscription receipts will be cancelled. To the extent that the escrowed funds are insufficient to refund 100 per cent of the purchase price of the subscription receipts to the holders thereof, Verdera shall be responsible for any shortfall. Following release from escrow and completion of the proposed transaction, the company intends to use the net proceeds of the offering for exploration and advancement of the Crownpoint and Hosta Butte project, including additional drilling, core drilling for metallurgical studies, community relations, advance engineering studies, in addition to maintaining a reserve for additional asset acquisitions related to current operations, and general corporate and working capital purposes. David D'Onofrio and Adam Parsons, directors of POCML7, participated in the offering for aggregate proceeds of $200,000 and are considered related parties of POCML7 for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Their participation constitutes a related party transaction within the meaning of MI 61-101. POCML7 is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as POCML7 is not listed on specified markets and the fair market value of the subscription receipts issued, and the consideration to be paid by the related parties does not exceed 25 per cent of POCML7's market capitalization. Proposed transaction update At the annual and special meeting of shareholders of POCML7 held on Jan. 8, 2026, shareholders of POCML7 approved matters related to the proposed transaction, including the name change, consolidation and board reconstitution. Shareholders of Verdera also approved the proposed transaction by consent resolution. POCML7 received conditional approval of the TSX-V of the proposed transaction on Jan. 22, 2026. Concurrent with closing of the proposed transaction, POCML7 proposes to complete a non-brokered private placement (PP) of up to $400,000 through the issuance of Verdera shares at the issue price. Shares issued in the POCML PP will be subject to a hold period expiring four months plus one day from the closing of the POCML PP. Closing of the proposed transaction is not conditional on closing of the POCML PP. For additional information relating to the terms of the proposed transaction, please refer to the joint news releases dated Nov. 3, 2025, and Nov. 26, 2025. In addition, more information relating to the proposed transaction and the resulting issuer will be available in the filing statement of POCML, which is expected to be filed on or about Feb. 13, 2026, on SEDAR+ under POCML7's issuer profile. Verdera and POCML will issue a subsequent news release confirming the scheduled closing date on filing of the filing statement, as required by Policy 2.4, and the trading date on the TSX-V. Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, final TSX-V acceptance. About Verdera Energy Corp. Verdera Energy is focused on the development of uranium assets in New Mexico, considered to be the seventh-largest uranium producing district in the world. Verdera is working to advance its significant known in situ recovery (ISR) amendable uranium projects to meet the growing demand for clean, reliable domestic uranium in the United States backed by strategic shareholder enCore Energy Corp. Strategically positioned with mineral rights spanning approximately 400 square miles in the Grants uranium district, Verdera's principal asset is the Crownpoint and Hosta Butte project. Verdera is committed to fostering strong community relations and promoting environmental stewardship. The company strives to collaborate closely with local communities and exclusively advance projects that can utilize the environmentally sound ISR uranium extraction technology.