Verdera Energy Announces Signing of Amalgamation Agreement for Qualifying Transaction with POCML 7 Inc.

 /NOT FOR DISTRIBUTION IN THE UNITED STATES/

          www.verderauranium.com

SANTA FE, N.M. , Nov. 26, 2025  /CNW/ - Verdera Energy Corp. (the "Company" or "Verdera") and POCML 7 Inc. (TSXV:POC) ("POCML7") announced today that, further to their News Release dated November 3, 2025, they have entered into an amalgamation agreement (the "Agreement"), pursuant to which POCML7 will acquire all of the issued and outstanding securities of Verdera (the "Transaction"). The Transaction will, on closing, constitute the Qualifying Transaction of POCML7 under the policies of the TSX Venture Exchange ("TSXV").  On closing of the Transaction, the resulting listed company (the "Resulting Issuer") will be a mining issuer operating under the name of Verdera Energy Corp. 

The Transaction is structured as a three-cornered amalgamation, whereby on closing a subsidiary of POCML7 will amalgamate with Verdera, with the resulting amalgamated company to continue as a subsidiary of the Resulting Issuer. All of the outstanding common shares of Verdera will be exchanged for post-consolidation common shares of the Resulting Issuer. A total of 15 million of the preferred shares of Verdera held by enCore Energy Corp. (NASDAQ:EU, TSXV:EU) will be exchanged for post-consolidation common shares of the Resulting Issuer, while the remaining 35 million preferred shares of Verdera will be exchanged for preferred shares of the Resulting Issuer, which will convert to post-consolidation common shares of the Resulting Issuer on distribution to the shareholders of enCore Energy Corp. See the News Release dated November 3, 2025 for additional details of the Transaction and proposed financing.

The Transaction remains subject to customary conditions of closing, including the following: there being no material adverse changes in respect of either POCML7 or Verdera; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of a name change, consolidation and creation of preferred shares of POCML7; completion of the financing; completion of customary due diligence by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Transaction.

Further details about the Transaction and the Resulting Issuer will be provided in a Filing Statement to be prepared and filed in accordance with TSXV requirements.

The New Mexico Properties

Verdera holds the Crownpoint and Hosta Butte Project which hosts a 25.7 million pounds eU₃O₈ ("uranium") indicated resource (10.958 Mt @ 0.117% U₃O₈)  and a 5.9 million pounds uranium inferred resource (2.388 Mt @ 0.121% U₃O₈ ), and several other uranium properties with historical 59.3 million pounds uranium mineral resources (see Historical mineral section including table, disclaimer and references below) that lie within the Grants Uranium District in New Mexico, USA.  The Company holds extensive historical exploration data on these pipeline projects that can be utilized to advance verification of historical estimates and conversion to current mineral resources, as well as to expand on and/or discover additional uranium resources. The New Mexico Grants Uranium District has historically produced ~350 million pounds uranium or nearly 40% of all uranium mined in the United States^1,2.  Highlights of the Company's properties are shown below:

Crownpoint and Hosta Butte Project³

Project Highlights:

• Principal asset of Verdera;
• Located within 5 miles of a licensed processing site and mineralization amenable to in-situ recovery "ISR") uranium extraction;
• Three existing shafts for underground production were developed by Conoco in the 1980s.
• Indicated and Inferred Mineral Resource Estimates as follows:

Total Indicated Mineral Resources  (September 2025)

 

Total Inferred Mineral Resources  (September 2025)

 

A technical report in support of the mineral resource estimates will be filed on SEDAR+ (www.sedarplus.ca) in connection with the Qualifying Transaction, and will also be available on the Company's website (www.verderauranium.com).

Historic Mineral Resources - Significant Projects

A Qualified Person (as defined in NI 43-101) has not done sufficient work to classify the historical estimates as a current mineral resource. Results in the table above were obtained from various reports, including technical reports under earlier versions of NI43-101, prepared by/for prior operators of the properties as described on the Company's website at www.verderauranium.com. The Company believes the historical results are relevant and reliable for the purposes of confirmatory review and analysis and defining areas for further exploration work. Additional work will be required to verify and update historical estimates, including a review of assumptions, parameters, methods and testing, and confirmatory exploration and analysis where required. The historical estimates do not use the current mineral resource categories prescribed under NI 43-101. The Company is not treating historical estimates as current mineral resources.

Historic Mineral Resources – References

Nose Rock

^4.1On February 9, 2009, Strathmore Minerals Corp., a former Nose Rock project owner, filed an NI 43-101 "Technical Report on Section 1, T18N, R12W, Nose Rock Uranium Property, McKinley County, New Mexico" (M. Hassan Alief) on SEDAR, including a mineral resource estimate for the property.  The estimate was made using a polygonal estimation methodology of uranium content based on gamma logs from more than 185 holes drilled on the property by Phillips Uranium Company. This report estimated a measured resource of 309,570 tons containing 905,681 pounds of U₃O₈ with an average grade of 0.146%, an indicated resource of 574,521 tons containing 1,687,805 pounds of U₃O₈ with an average grade of 0.147% and an inferred resource of 167,012 tons containing 452,129 pounds of U₃O₈ with an average grade of 0.135%.

^4.2On December 31, 2011, Behre Dolbear & Company completed a report for URI for the property excluding Section 1, T18N, R12W, entitled "Technical Report on the Nose Rock, New Mexico, Uranium Project of Uranium Resources, Inc.". The report outlines a historic mineral resource estimate for the property. The estimates were prepared using a polygonal methodology based on gamma logs from more than 1,200 drill holes. This report estimates a measured resource of 2.7 Mt containing 7.7 M pounds of U₃O₈ with an average grade of 0.14%, an indicated resource of 4.8 Mt containing 14.5 M pounds of U₃O₈ with an average grade of 0.15% and an inferred resource of 3.2 Mt totaling 9.7 M pounds of U₃O₈ with an average grade of 0.15%.

West Largo

⁵In 2011, Robert Maxwell, of Behre Dolbear & Company, (December 31, 2011) completed a technical report and mineral resource estimate for URI, based on results of 1,580 drill holes.  An estimate for the property was reported using, in part, a general outline method. Quantities of mineralized material were estimated using different parameters for cut-off grade and minimum mining intervals that were not always documented. The estimated uranium resource was formerly reported as "Demonstrated" or "Probable", Maxwell reports the Historical Mineral Resource as Indicated. The Inferred estimate is reported by Nakaoka, R., 1982, in Maxwell, December 31, 2011.

Ambrosia Lake

^6.1Sec 13-13N-9W estimated by Nelson, Jon, Uranium Resources Inc., June 29, 2007, in Wilton, Dean, CPG, March 30, 2018, Technical Report on the Ambrosia Lake Uranium Project, McKinley County, N.M., Westwater Resources Inc, Centennial, Colorado. Cutoff at 6 feet of 0.10%; . Circle tangent method with maximum radius of 50 feet.

^6.2Sec 17-13N-9W estimated by Nelson, Jon, Uranium Resources Inc., January 18, 2008, in Wilton, Dean, CPG, March 30, 2018, See note 2, Cutoff at 0.03% and 0.3 grade x thickness; . Circle tangent method with maximum radius of 50 feet.

^6.3Sec 5-14N-10W estimated by Pathfinder Mines, 1980, Mine Plan, in Wilton, Dean, CPG, March 30, 2018, See note 2 above, "diluted to 6 feet at zero grade", Proven and Potential Reserves.

^6.4Sec 7-14N-10W estimated by Pathfinder Mines, 1980, Mine Plan, in Wilton, Dean, CPG, March 30, 2018, See note 2 above, "diluted to 6 feet at zero grade", Proven and Potential Reserves

^6.5Sec 23-14N-10W estimated by Yancy & Associates, May 1997, Mine Plan – Sections 23 and 25 Ambrosia Lake, New Mexico, for Rio Algom Mining Corporation, Quivira Mining Company, in Wilton, Dean, CPG, March 30, 2018, see note 2 above, Reported as Remaining Reserves estimated by "mapped stope development" with thicknesses ranging from 7 feet to 48 feet.

^6.6Sec 25-14N-10W estimated by Yancy & Associates, May 1997, Mine Plan – Sections 23 and 25 Ambrosia Lake, New Mexico, for Rio Algom Mining Corporation, Quivira Mining Company, in Wilton, Dean, CPG, March 30, 2018, see note 2 above, Reported as Remaining Reserves estimated by "mapped stope development" with thicknesses ranging from 11 feet to 25 feet. 

^6.7Sec 27-14N-10W estimated by Capitan, Melvin, Feb 25, 2008, Uranium Resources Inc., "Ore Reserve Calculation Sheet 3, T14N R10W Section 27", in Maxwell, Robert, CPG and Bernard Guarnera, March 1, 2010, Technical Report on Ambrosia Lake Project, Section 27, et al., Behre Dolbear Report  07-019, reported as Indicated Resources, Cutoff = 0.04%, and 0.04% grade x thickness; . Circle tangent method with maximum radius of 50 feet.

Mark Pelizza, MSc, C.P.G, a Director and Qualified Person under NI 43-101, has reviewed and approved the technical disclosure in this news release on behalf of the Company.  

About Verdera Energy Corp.

Verdera Energy Corp. is focused on the development of uranium assets in New Mexico. Led by a team with extensive experience in the uranium and natural resources sector, 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). 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, complimented by several additional projects with historical resources. 

Verdera is committed to fostering strong community relations and promoting environmental stewardship. Verdera strives to collaborate closely with local communities and exclusively advance projects that can utilize the environmentally sound ISR uranium extraction technology.

¹Virginia McMcLemore, V.T., 2009, In-situ recovery of sandstone uranium deposits in New Mexico: Past, present, and future issues and potential: Society for Mining, Metallurgy and Exploration Inc., Annual Convention, Denver, Feb 2009, Preprint 09-21. Uranium Resources in New Mexico.

²McLemore, Virginia T., Prin. Senior Economic Geologist, "Uranium Resources in New Mexico", New Mexico Bureau of Geology & Mineral Resources" which incorporates a table entitled: Estimated uranium resources in New Mexico, 2017 (updated from McLemore, et al., 2011, 2013.

Information concerning Verdera and POCML7 in this press release has been provided by each company respectively.

Completion of the 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 Transaction. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, any information released or received with respect to the 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 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.

The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

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 Transaction and certain terms and conditions thereof; the business of Verdera; the financing; distribution of shares to enCore Energy Corp. shareholders; shareholder, director and regulatory approvals; and future disclosure including filing of a Filing Statement. 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.

SOURCE Verdera Energy Corp.

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