Verdera Energy Closes $20 Million Financing and Provides Update to Proposed Qualifying Transaction and Listing on the TSX-V

Executive Summary

• Verdera Energy Corp. and POCML 7 Inc. closed a $20 million subscription‑receipt offering, issuing 17.33 M Verdera receipts and 2.67 M POCML 7 receipts at $1.00 each.
• The proceeds are held in escrow pending completion of the previously announced Qualifying Transaction that will merge the two entities into “Verdera Energy Corp.” on the TSX‑V (ticker V) with trading expected around Feb 24, 2026.
• Net proceeds (after a 5% agent fee and expenses) will be used for exploration at Crownpoint & Hosta Butte, additional drilling, metallurgical studies, community relations, engineering work, potential asset acquisitions, and general corporate purposes.

Key Details

• Offering Size: Aggregate gross proceeds of $20 million.
• Subscription Receipts Issued:
• Verdera: 17,330,000 receipts
• POCML 7: 2,670,000 receipts
• Issue price: $1.00 per receipt.
• Agent Compensation: Total commission of $1,000,000 (5% of gross proceeds). 50% paid at closing; remaining 50% held in escrow until the Proposed Transaction completes.
• Broker Subscription Receipts / Warrants: 800,000 broker receipts (4% of total) issued to agents; will convert to broker warrants exercisable at $1.00 for 18 months after the transaction closes.
• Escrow Arrangement: Net proceeds (gross minus 50% of agent fee and expenses) placed with Odyssey Trust Company. If escrow conditions are not met within 90 days (extendable by 30 days), funds plus interest will be returned to receipt holders; Verdera will cover any shortfall.
• Proposed Transaction: Qualifying Transaction under TSX‑V policies, previously announced Nov 3 & Nov 26 2025. Upon escrow release, each subscription receipt automatically converts into one common share of the new “Verdera Energy Corp.”
• Use of Net Proceeds (post‑escrow):
• Exploration and advancement of Crownpoint & Hosta Butte projects (additional drilling, core drilling for metallurgical studies).
• Community relations and advance engineering studies.
• Reserve for further asset acquisitions related to current operations.
• General corporate and working‑capital purposes.
• Related Party Participation: Directors David D’Onofrio and Adam Parsons of POCML 7 purchased receipts totaling $200,000, qualifying as a “related party transaction” under MI 61‑101; exemptions applied.
• Shareholder Approvals & Regulatory Status:
• POCML 7 shareholders approved name change, consolidation, board reconstitution on Jan 8 2026.
• Verdera shareholders approved via consent resolution.
• Conditional TSX‑V approval received Jan 22 2026.
• Concurrent Private Placement (POCML PP): Up to $400,000 non‑brokered private placement of Verdera shares may be completed alongside the transaction; not a condition to closing. Shares subject to a hold period of four months plus one day from PP closing.
• Closing Timeline: Trading on TSX‑V expected on or about Feb 24, 2026 once escrow conditions and final TSX‑V acceptance are satisfied.

Notable Quotes

(No direct quotes were provided in the release.)