Verdera Energy Announces $20 Million Qualifying Transaction Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
SANTA FE, N.M., Jan. 07, 2026 (GLOBE NEWSWIRE) -- Verdera Energy Corp. (the "Company" or "Verdera") and POCML 7 Inc. (TSXV:POC) ("POCML7"), are pleased to provide an update in connection with the proposed transaction that will constitute a Qualifying Transaction of POCML7 under TSX Venture Exchange policies, as previously announced by Verdera on November 3, 2025 and November 26, 2025 (the "Proposed Transaction"). In connection with the Proposed Transaction, Verdera and POCML7 have entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP (together the "Co-Lead Agents"), on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together, the "Agents") pursuant to which Verdera has launched a "commercially reasonable efforts offering" of subscription receipts of Verdera ("Subscription Receipts") for aggregate gross proceeds of $20 million (the "Offering").
The Offering will consist of 20,000,000 Subscription Receipts at a price of $1.00 per Subscription Receipt (the "Issue Price"). Verdera will also grant the Agents an option to purchase up to an additional 15% of the Subscription Receipts, exercisable in whole or in part, at any time up to 48 hours prior to the closing of the Offering, for additional gross proceeds of up to an additional $3,000,000.
Upon satisfaction of applicable escrow release conditions, including without limitation, satisfaction of all necessary conditions precedent to complete the Proposed Transaction, each Subscription Receipt will be automatically exchanged for one common share of Verdera (a "Verdera Share").
Verdera will pay the Agents a commission of 5% of the gross proceeds raised in the Offering (the "Agent's Fee") and will issue the Agents broker warrants ("Broker Warrants") equivalent to 4% of the total number of Subscription Receipts sold, with each Broker Warrant being exercisable at a price of $1.00 for a period of 18 months from the date of closing of the Proposed Transaction.
At the closing of the Offering, the gross proceeds of the Offering, less 50% of the Agent's Fee and the Agent's expenses, will be placed into escrow 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% 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.
A portion of the Offering may be completed on a private placement basis through the issuance of POCML7 shares at the Issue Price with appropriate adjustments for the share consolidation (see November 3, 2025 news release for information on the consolidation) (the "POCML7 PP"). The POCML7 PP will be subject to a hold period expiring four month plus one day from the closing of the POCML7 PP. Closing of the POCML7 PP is not conditional on the closing of the Proposed Transaction.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
For further information, please contact:
Contact:
Verdera Energy Corp.
Janet Lee Sheriff
Chief Executive Officer
(214) 304-9552
[email protected]
www.verderauranium.com
POCML 7 Inc.
David D'Onofrio
Director
(416) 643-3880
[email protected]
Information concerning Verdera and POCML7 in this press release has been provided by each company respectively.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSXV acceptance and completion of the various items described above as a requirement to closing the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
About Verdera Energy Corp.
Verdera Energy Corp. is focused on the development of uranium assets in New Mexico, considered to be the 7th largest uranium producing district in the world1,2. 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. (NASDAQ:EU TSXV: EU), (Nasdaq: EU TSXV:EU). 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.
Cautionary and Forward-Looking Statements
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this press release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this press release, forward-looking statements relate, among other things, to: the Proposed Transaction and certain terms and conditions thereof; the business of Verdera, information concerning the Crownpoint & Hosta Butte Project, the commissioning of an updated NI 43-101 compliant technical report with respect to the Crownpoint & Hosta Butte Project, and the Offering. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive shareholder, director or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release. Except as required by law, Verdera and POCML7 assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
