Verdera Energy Announces Go-Public Transaction with POCML 7 Inc. and Brokered $20 Million Financing to Advance its Significant Uranium Resources in the United States
NEWS RELEASE
November 3, 2025
www.verderauranium.com
NOT FOR DISTRIBUTION IN THE UNITED STATES
Verdera Energy Announces Go-Public Transaction with POCML 7 Inc. and
Brokered $20 Million Financing to Advance its Significant Uranium
Resources in the United States
November 3, 2025 – Santa Fe, New Mexico – Verdera Energy Corp. (the “Company” or “Verdera”)
and POCML 7 Inc. (TSXV: POC.P) (“ POCML7”) a capital pool company listed on the TSX Venture
Exchange, announced today that they have entered into a binding letter agreement, negotiated at
arm’s length and dated November 2 , 2025 (the “ Letter Agreement”) in respect of a proposed
business combination transaction pursuant to which POCML7 will acquire all of the issued and
outstanding securities of Verdera (the “ Proposed Transaction”). In connection with the Proposed
Transaction, Verdera intends to complete a financing of subscription receipts (“ Subscription
Receipts”) for gross proceeds of up to $20,000,000 CDN (the “Financing”). The Financing will be led
on a best efforts basis by Haywood Securities Inc. and SCP Resource Finance LP (the “Agents”). The
Proposed Transaction will, on closing, constitute the Qualifying Transaction of POCML7 under the
policies of the TSX Venture Exchange. On closing of the Proposed Transaction the resulting listed
company (the “Resulting Issuer”) will be a mining issuer operating under the name of Verdera Energy
Corp.
About Verdera Energy Corp.
Verdera Energy Corp. is focused on the development of uranium assets in New Mexico , considered
to be the 7 th largest uranium producing district in the world 1,2. 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. The Company strives to collaborate closely with local communities and exclusively
advance projects that can utilize the environmentally sound ISR uranium extraction technology.
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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 and a 5.9 million pounds uranium inferred resource, and several
other uranium properties with historical 59.3 million pounds uranium mineral resources 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 States1,2. Highlights
of the Company’s properties are shown below:
Crownpoint and Hosta Butte Project*
Project Highlights:
• Principal asset of Verdera
• Crownpoint - 25,702,000 pounds uranium indicated resource & 5,870,000 pounds uranium
inferred resource
• 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
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 Rock 11.8 0.148 35.0
West Largo 2.9 0.30 17.2
Ambrosia Lake 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.
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.
*Verdera Energy References
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.
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Summary of the Proposed Qualifying Transaction
Pursuant to the Letter Agreement, POCML7 will on closing of the Proposed Transaction acquire all of
the issued and outstanding Verdera common shares and preferred shares (collectively the “Verdera
Shares”) from the Verdera shareholders in exchange for post -Consolidation (as described below)
POCML7 common shares (the “Consideration Shares”) on the basis of one Consideration Share for
each Verdera Share. Verdera currently has 31,178,000 common shares and 50,000,000 preferred
shares outstanding which will con vert to common shares upon completion of the Proposed
Transaction, and has issued 4,680,000 stock options. All preferred shares are held by enCore Energy
Corp. (Nasdaq: EU TSXV: EU) and were issued by Verdera in connection with the acquisition of the
Crownpoint and Hosta Butte property and additional pipeline properties in the Grants Uranium
District of New Mexico from enCore (see enCore news releases of March 18, 2025 and April 9, 2025).
Verdera stock options will be exchanged for corresponding options of the Resulting Issuer.
The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement
or other structure based on the advice of the parties' respective advisers and taking into account
various securities, tax, operating and other considerations.
Certain Consideration Shares to be issued to the current holders of the Verdera Shares pursuant to
the Proposed Transaction will be subject to restrictions on resale or escrow under the policies of the
TSXV , including the securities to be issued to principals (as defined under the TSXV policies), which
will be subject to the escrow requirements of the TSXV . In connection with the Proposed Transaction
enCore Energy is proposing to distribute 35 million of its 50 million Consideration Shares to its
shareholders subject to complying with escrow restrictions that will apply to all of enCore’s
Consideration Shares.
The completion of the Proposed Transaction is subject to a number of terms and conditions,
including and without limitation to the following: negotiation and execution of the Definitive
Agreement; there being no material adverse changes in respect of eithe r POCML7 or Verdera; the
parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the
conditional approval of the TSXV; completion of the Name Change and Consolidation (as defined
below) and any other required corpo rate changes requested by Verdera, acting reasonably;
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 Proposed Transaction.
It is not anticipated that POCML7 shareholder approval of the Proposed Transaction will be required,
however shareholder approval of the Consolidation, Name Change and other standard matters will
be required prior to the closing. There can be no assurance that all of the necessary regulatory and
shareholder approvals will be obtained or that all conditions of closing will be met.
Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed
as a mining issuer on the TSXV , with Verdera as its subsidiary.
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It is anticipated that the Proposed Transaction will constitute the qualifying transaction of POCML7
in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX
Venture Exchange (the “ TSXV”). The Proposed Transaction will not constitute a Non -Arm’s Length
Transaction (as such term is defined in the policies of the TSXV).
Management of Resulting Issuer
On closing of the Proposed Transaction the current board and management of POCML7 will resign
and the following individuals are anticipated to be appointed to the board and management of the
Resulting Issuer:
Janet Lee Sheriff, Chair and Chief Executive Officer. Ms. Sheriff brings 25 years of experience in the
mineral extraction industry, community engagement and communications to Verdera. She presently
serves as the President and Director of Group 11 Technologies, the Clean Energy Association of New
Mexico and the enCore Energy Education Society. She most recently served as the Chief
Communications Officer of enCore Energy Corp., having managed their brand and communications
from a micro-cap company to a leading uranium producer in the United States. Ms. Sheriff previously
served as Chief Executive Officer of Golden Predator Mining; President of Tigris Uranium (now enCore
Energy Corp.) and as Executive Chair of C2C Metals Corp (now Urano Energy Corp.). She is a graduate
of Queen’s University in Kingston, Canada, and a recipient of the Queen’s Jubilee Commemorative
Medal awarded for outstanding achievements by Canadians.
Kevin Bambrough, Director. Kevin Bambrough is a seasoned executive and investor with three
decades of experience in natural resources, energy markets, and alternative asset management. As
the former President of Sprott Inc. and CEO of Sprott Resource Corp., Kevin played a pivotal role as
the founder of Sprott Consulting growing it to over $1 billion in assets under management, and
delivered a 28% IRR over five years before retiring. He is widely recognized for his early and successful
identification of major market trends, resource c ycles and deep understanding of the uranium
market.
Mark Pelizza, Director. Mr. Pelizza has spent 45 years in the uranium industry with direct project
experience including the Alta Mesa, Benavides, Kingsville Dome, Longoria, Palangana, Rosita, West
Cole and the Vasquez projects, all in Texas. He was also responsible for the permitting and licensing
of the Church Rock, Crownpoint and Unit 1 projects in New Mexico and the North Platte project in
Wyoming. Mr. Pelizza serves as Lead Director on the Board of Directors for enCore Energy Corp., an
In-Situ Recovery uranium producer, from 2014 to 2025. His roles include Lead Director, Chair of the
Compensation Committee and a previous member of the Audit Committee. He is also the Principal
of M.S. Pelizza & Associates where he serves clients in the extractive industries. He previously served
as Sr. Vice President of Health, Safety and Environmental Affairs with Uranium Resource, Inc and
previously worked with Union Carbide Corp. Mr. Pelizza received his B.S. in Geology, Fort Lewis
College and his M.S. in Geological Engineering from the Colorado School of Mines. He is a licensed
Professional Geoscientist in Texas, a Certified Professional Geologist by the American Institute of
Professional Geologists, and a Qualified Person under NI 43 -101. He is the Past Chairman of the
Texas Mining and Reclamation Association and the Past President of the Uranium Producers of
America.
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Jon Indall, Director. Mr. Indall has close to 40 years of experience in natural resources, environmental
law, and administrative law, which has made a profound impact on these domains. A distinguished
retired partner from the prestigious law firm of Maldegen, Templeman & Indall in Santa Fe, his
practice encompassed intricate transactions, title work, permitting, and mining property
acquisitions. Mr. Indall represented clients engaged in site remediation activities, including
superfund sites. He currently serves as a director on the board of Premier American Uranium Inc.,
and is s senior advisor to the Uranium Produce rs of America. He holds a B.A. and a J.D. from the
University of Kansas.
Greg Hayes, Director. Mr. Hayes is a Chartered Professional Accountant with over 25 years of
financial and executive leadership experience, primarily within the publicly traded resource sector.
He has held senior positions across a range of TSXV - and CSE-listed companies, with a particular
focus on mineral exploration and development. Mr. Hayes is the Chief Financial Officer of Soma
Gold Corp. and has previously served as Chief Financial Officer for multiple publicly listed
companies, including Golden Predator Mining Corp., Taku Gold Corp., Firestone Ventures Inc., and
Shear Minerals Ltd. He also previously served as Chief Executive Officer and Director of Golden
Predator Mining Corp. and Northern Tiger Resources Inc. Prior to his corporate leadership roles, Mr.
Hayes gained audit experience with PricewaterhouseCoopers and served as a Principal for the
Auditor General of Alberta, managing audits of public sector e ntities. He holds a Bachelor of
Commerce degree from the University of Alberta.
Scott Davis, Chief Financial Officer. Scott Davis is a partner of Cross Davis & Company LLP
Chartered Professional Accountants, a firm focused on providing accounting and management
services for publicly-listed companies. Mr. Davis has over 23 years of experience working with junior
exploration public companies and has held several CFO positions with companies listed on
Canadian exchanges including serving as the Chief Financial Officer of enCore Energy Corp from
2015 to 2019. Scott’s past experience consists of senior management positions, including Assistant
Financial Controller with Appleby, Auditor with Davidson & Company LLP Chartered Professional
Accountants auditing junior exploration companies, and Accounting Manager with Pacific
Opportunity Capital Ltd.
Financing
Subscription Receipts offered pursuant to the Financing will on closing of the Transaction convert
into common shares of the Resulting Issuer. Pending the closing of the Transaction the proceeds of
the Subscription Receipts will be held in escrow by a trust company and released to the Resulting
Issuer on closing of the Transaction, provided that 50% of the cash commissions payable to the
Agents will be released on closing of the Financing. The Agent’s also received an overallotment
option to incr ease the offering by up to 15% (the “Over Allotment Option”). In connection with the
Financing the Agent’s are entitled to receive a cash fee of 5% of the gross proceeds and agent’s
compensation Subscription Receipts equal to 4% of the number of Subscription Receipts issued
pursuant to the Financing. Completion of the Financing is a condition of the completion of the
Proposed Transaction.
The Company intends to use the net proceeds of the Financing and the Over Allotment Option for
exploration and advancement of the Crown Point and Hosta Butte Project including additional
drilling, core drilling for metallurgical studies, community relations, advance engineering studies,
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preparation of a preliminary feasibility study , and state permitting , in addition to maintaining a
reserve for additional asset acquisitions related to current operations, and general corporate and
working capital purposes.
Information Concerning POCML7
POCML7 is a capital pool company and its common shares are listed for trading on the TSXV under
the symbol “POC.P” . As at June 30, 2025, POCML7 had cash and cash equivalents, net of liabilities,
of approximately $609,602.
As of the date hereof, POCML7 has 11,084,625 POCML7 Shares outstanding and has issued options
and broker warrants to acquire an aggregate of 1,100,000 POCML7 Shares at an exercise price of
$0.10 per share. In connection with the closing of the Proposed Transaction it is anticipated that all
options of POCML7 will be exercised. In addition, p rior to completion of the Proposed Transaction,
POCML7 proposes to effect a consolidation of the issued and outstanding POCML7 Shares on the
basis of approximately 0.6565 of one “new” POCML7 Share for every one “old” POCML7 Share issued
and outstanding (the “Consolidation”).
PowerOne Capital Markets Limited (“ PowerOne”) is acting as an advisor to Verdera in connection
with the Proposed Transaction and PowerOne may receive cash and securities-based compensation
as compensation for so acting. PowerOne is considered a related and connected issuer to POCML7
because: (i) officers and directors of PowerOne own, control or direct more than 20% of the issu ed
and outstanding common shares of POCML7, assuming the exercise of the options of POCML7 that
they own and no other convertible securities; and (ii) officers and directors of PowerOne are officers
and directors of POCML7. The terms of the Proposed Transaction were determined by Verdera and
POCML7, and no compensation from the Proposed Transaction will be applied for the benefit of
PowerOne other than the previously mentioned fees. The interests of PowerOne and/or its officers
and directors in the Resulting Issuer may be subject to such escrow periods as may be imposed by
the TSXV and/or securities regulators and such additional contra ctual hold period as they may be
agreed to.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the TSXV , POCML7
will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain
details regarding the Proposed Transaction, POCML7, the Project, the Financing, and the Resulting
Issuer.
Sponsorship of Qualifying Transaction
Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless
exempt in accordance with TSXV policies. POCML7 intends to apply for an exemption from the
sponsorship requirements.
Reinstatement to Trading
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In accordance with the policies of the TSXV , the POCML7 Shares are currently halted from trading
and will remain so until such time as the TSXV determines, which, depending on the policies of the
TSXV , may not occur until completion of the Proposed Transaction.
Further Information
Further details about the Proposed Transaction and the Resulting Issuer will be provided in a Filing
Statement to be prepared in accordance with TSXV form requirements, and filed in respect of the
Proposed Transaction. Investors are cautioned that, except as disclosed in the Filing Statement, 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 TSX Venture Exchange has in no way passed upon the merits
of the Proposed Transaction.
For further information, please contact:
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
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 to be 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.
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