Verdera Energy Announces $20 Million Qualifying Transaction Financing
NEWS RELEASE
January 7, 2026
www.verderauranium.com
Verdera Energy Announces $20 Million Qualifying Transaction Financing
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
January 7, 2026 – Santa Fe, New Mexico – Verdera Energy Corp. (the “Company” or “Verdera”) and
POCML 7 Inc. (TSXV:POC.P) (“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 I nc. 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 % o f t h e g r o s s p r o c e e d s r a is e d i n t h e O ff e r i n g ( t h e
"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 s atisfied 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
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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 Crown point 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 consolidatio n) (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 securitie s 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
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.
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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 TSX V) 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 7 th largest uranium producing district in the world 1,2. 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 ). 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, 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 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 an d unknown risks,
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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 materiall y 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.