Verdera Energy Announces Closing of Qualifying Transaction

Executive Summary

• Verdera Energy Corp. completed its acquisition of all securities of the target (to be renamed Verdera Energy Holdings Inc.), satisfying the TSX Venture Exchange “Qualifying Transaction” requirement.
• The transaction raised a total of $20.4 million through subscription receipts ($2.67 M for the Company, $17.33 M for the Target) and a non‑brokered private placement of common shares ($0.40 M).
• Post‑transaction, the company’s share structure was consolidated (0.656565:1), renamed, and is expected to begin trading on the TSX Venture Exchange under ticker “V” around February 24, 2026; the board was reconstituted with Janet Lee Sheriff appointed CEO.

Key Details

• Acquisition Completion: All issued and outstanding securities of the Target were acquired; the Target will be renamed Verdera Energy Holdings Inc.
• Qualifying Transaction Status: Satisfies TSXV policy for a Tier 1 mining issuer, pending final bulletin from the TSX Venture Exchange.
• Financing Summary:
• Subscription Receipts – Company: $2.67 million gross proceeds.
• Subscription Receipts – Target: $17.33 million gross proceeds.
• Non‑brokered private placement of common shares: $0.40 million gross proceeds.
• Total capital raised: $20.4 million associated with the Qualifying Transaction.
• Share Consolidation & Renaming: 0.656565 Company common shares exchanged for each pre‑consolidation share; name changed from POCML 7 Inc. to Verdera Energy Corp.; new CUSIP 92339J107 and ISIN CA92339J1075. No action required by shareholders.
• Post‑Transaction Capital Structure:
• Common shares outstanding: 75,727,993
• Options exercisable for common shares: 4,736,000
• Agent options: 800,000
• Preferred shares: 35,000,000
• Shares under TSXV escrow: 11,118,024
• Shares subject to contractual hold (seed‑share resale restrictions): 14,751,001
• Restricted Shares: 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 remain restricted until preferred shares are converted.
• Trading Commencement: Expected to start trading on the TSX Venture Exchange under symbol “V” at market open on or about February 24, 2026, subject to final acceptance.
• Board Reconstitution & Executive Appointments: New directors – Janet Lee Sheriff (CEO), Kevin Bambrough, Gregory Hayes, Mark Pelizza, Jon Indall; Scott Davis appointed CFO and Corporate Secretary.
• Advisor Compensation: PowerOne Capital Markets Limited to receive a $306,000 cash fee plus 306,000 advisory options; an additional director will receive 250,000 common shares for advisory services.

Notable Quotes

(No direct quotes were provided in the release.)