Verdera Energy Announces Signing of Amalgamation Agreement for Qualifying Transaction with POCML 7 Inc.
NEWS RELEASE
November 26, 2025
www.verderauranium.com
NOT FOR DISTRIBUTION IN THE UNITED STATES
Verdera Energy Announces Signing of Amalgamation Agreement for
Qualifying Transaction with POCML 7 Inc.
November 26, 2025 – Santa Fe, New Mexico – Verdera Energy Corp. (the “Company” or “Verdera”)
and POCML 7 Inc. (TSXV: POC.P) (“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 s tandard 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.
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The New Mexico Properties
Verdera holds the Crownpoint and Hosta Butte Project which hosts a 25.7 million pounds eU 3O8
(“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 resource s. The New Mexico Grants Uranium
District has historically produced ~350 million pounds uranium or nearly 40% of all uranium mined
in the United States1,2. 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)
0.02% eU3O8 Grade Cutoff and GT Cutoff* 0.25 ft% Total Indicated
Resource
Verdera
Controlled
Crownpoint
Pounds eU3O8 19,565,000 16,223,000
Tons 9,027,000 7,321,000
Avg. Grade % eU3O8 0.108 0.111
Hosta Butte
Pounds eU3O8 9,479,000 9,479,000
Tons 3,637,000 3,637,000
Avg. Grade % eU3O8 0.130 0.130
Total Indicated Mineral Resource
Pounds eU3O8 29,044,000
25,702,000
Tons 12,664,000 10,958,000
Avg. Grade % eU3O8 0.115 0.117
Pounds and tons as reported are rounded to the nearest 1,000
*GT cutoff: Minimum Grade (% eU3O8) x Thickness (Feet) for Grade > 0.02 % eU3O8.
Total Inferred Mineral Resources (September 2025)
0.02% eU3O8 Grade Cutoff and GT Cutoff* >0.25 ft% Total Inferred
Resource
Verdera
Controlled
Crownpoint
Pounds eU3O8 1,445,000 1,388,000
Tons 708,000 676,000
Avg. Grade % eU3O8 0.102 0.103
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Hosta Butte
Pounds eU3O8 4,482,000 4,482,000
Tons 1,712,000 1,712,000
Avg. Grade % eU3O8 0.131 0.131
Total Inferred Mineral Resource
Pounds eU3O8 5,927,000 5,870,000
Tons 2,420,000 2,388,000
Avg. Grade % eU3O8 0.122 0.121
Pounds and tons as reported are rounded to the nearest 1,000
*GT cutoff: Minimum Grade (% eU3O8) x Thickness (Feet) for Grade > 0.02 % eU3O8
3Beahm, D.L., Warren, C., & Goranson, W.P. (2022). NI 43 -101 Technical Report: Crownpoint and Hosta Butte Uranium
Project, McKinley County, New Mexico, USA. Prepared by BRS Inc. and enCore Energy Corp. Effective date: February 25,
2022.
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
Historic Resources*
Project Million Tons Grade eU3O8% Attributable
U3O8 (M lbs.)
Nose Rock4.1-2 11.8 0.148 35.0
West Largo5 2.9 0.30 17.2
Ambrosia Lake6.1-7 2.0 0.176 7.1
Total Historic Mineral Resources 59.3
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
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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.
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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.
For further information, please contact:
Verdera Energy Corp.
Janet Lee-Sheriff
Chief Executive Officer
(214) 304-9552
www.verderauranium.com
POCML 7 Inc.
David D'Onofrio
Director
(416) 643-3880
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
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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, as sumptions, 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, poli tical 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 th ose
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.