Verdera changes name from POCML 7 with QT closing

Executive Summary

• Verdera Energy Corp. completed its qualifying transaction, acquiring all securities of the target and raising a total of $20.4 million through subscription receipts and a private placement.
• The company consolidated shares (0.656565:1), renamed itself from POCML 7 Inc., and will commence trading on the TSX‑V under ticker V around Feb 24, 2026.
• The board was reconstituted and Ms. Janet Lee Sheriff was appointed CEO; Scott Davis became CFO & Corporate Secretary.

Key Details

• Transaction Structure: Acquisition of all issued/outstanding securities of target (to be renamed Verdera Energy Holdings Inc.) – qualifying transaction under TSX‑V policy.
• Financing Raised:
• $2.67 M from subscription receipts of the company.
• $17.33 M from subscription receipts of the target.
• $0.40 M from a non‑brokered private placement of common shares.
• Aggregate gross proceeds: $20.4 million.
• Share Consolidation & Name Change: 0.656565 company common share for each previously existing share; name changed to Verdera Energy Corp.; new CUSIP 92339J107, ISIN CA92339J1075.
• Post‑Closing Capital Structure:
• 75,727,993 common shares outstanding.
• Options to acquire 4,736,000 common shares (outstanding).
• Agent options for 800,000 common shares (outstanding).
• 35 million preferred shares.
• Share Restrictions:
• 11,118,024 common shares under TSX‑V escrow agreements.
• 14,751,001 common shares subject to contractual hold per TSX‑V seed‑share resale restrictions.
• Additional 16 million restricted shares (15 M held by EnCore Energy Corp.; 1 M held by an entity controlled by a former director/officer) pending preferred‑to‑common conversion.
• Listing Timeline: Expected to begin trading on TSX‑V under symbol V at market open on or about Feb 24, 2026, pending final bulletin acceptance.
• Board Reconstitution & Executive Appointments:
• New directors: Janet Lee Sheriff, Kevin Bambrough, Gregory Hayes, Mark Pelizza, Jon Indall.
• Ms. Lee Sheriff appointed Chief Executive Officer.
• Scott Davis appointed Chief Financial Officer and Corporate Secretary.
• Advisory Fees: PowerOne Capital Markets Ltd. to receive $306,000 cash fee plus 306,000 advisory options; a director will receive 250,000 common shares as compensation for advisory services.

Notable Quotes

(No direct quotes were provided in the release.)