Verdera Energy Closes $20 Million Financing and Provides Update to Proposed Qualifying Transaction and Listing on the TSX-V
NEWS RELEASE
February 12, 2026
www.verderauranium.com
Verdera Energy Closes $20 Million Financing and Provides Update to
Proposed Qualifying Transaction and Listing on the TSX-V
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
February 12, 2026 – Vancouver, British Columbia – Verdera Energy Corp. (the “Company” or
“Verdera”) and POCML 7 Inc. (TSXV:POC.P) (“POCML7”), are pleased to announce that they have
closed their previously announced offering of subscription receipts of Verdera and POCML7 for
aggregate gross proceeds of $20 million (the “Offering”). Verdera has reserved the ticker symbol “V”
on the TSX Venture Exchange (the “ TSX-V”) and expects trading on the TSX -V to commence on or
about February 24, 2026.
The Offering was completed pursuant to an agency agreement amongst Verdera, POCML7, and a
syndicate of agents led by Haywood Securities Inc. and SCP Resource Finance LP (the “Co-Lead
Agents”), and including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together with the
Co-Lead Agents , the " Agents"). Pursuant to the Offering, the Company issued an aggregate of
17,330,000 subscription receipts of Verdera (the “Verdera Subscription Receipts”) and 2,670,000
subscription receipts of POCML7 (the “ POCML7 Subscription Receipts ” and together with the
Verdera Subscription Receipts, the “ Subscription Receipts”) at a price of $1.00 per Subscription
Receipt (the “Issue Price”).
The Offering was completed in connection with a proposed transaction that will constitute a
Qualifying Transaction of POCML7 under TSX-V policies, as previously announced by Verdera on
November 3, 2025 and November 26, 2025 (the “Proposed Transaction”).
Upon satisfaction of applicable escrow release conditions, including without limitation, satisfaction
of all necessary conditions precedent to complete the Proposed Transaction, each Verdera
Subscription Receipt and each POCML7 Subscription Receipt will be automatically exchanged for
one common share of the resulting issuer, to be renamed “Verdera Energy Corp.” (each a "Verdera
Share").
Verdera has agreed to pay the Agents a total commission of $1,000,000, being 5% of the gross
proceeds raised in the Offering (the "Agent's Fee"), 50% of which was paid to the Agents on closing
of the Offering, with the remaining 50% held in escrow pending completion of the Proposed
Transaction. Verdera also issued the Agents a total of 800,000 broker subscription receipts, being 4%
of the total number of Subscription Receipts sold. Upon completion of the Proposed Transaction, the
broker subscription receipts will convert to broker warrants (“ Broker Warrants”) with each Broker
2
Warrant being exercisable at a price of $1.00 for a period of 18 months from the date of closing of the
Proposed Transaction.
The gross proceeds of the Offering, less 50% of the Agent's Fee and the Agent's expenses, are being
held in escrow by Odyssey Trust Company (“Odyssey”) in accordance with subscription receipt
agreements dated February 12, 2026, among Verdera, POCML7, the Co-Lead Agents and Odyssey
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.
David D’Onofrio and Adam Parsons, directors of POCML7, participated in the Offering for aggregate
proceeds of $200,000 and are considered related parties of POCML7 for the purposes of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Their participation constitutes a "related party transaction" within the meaning of MI 61 -101.
POCML7 is relying on the exemptions from the formal valuation and minority shareholder approval
requirements of MI 61-101, as POCML7 is not listed on specified markets and the fair market value
of the Subscription Receipts issued, and the consideration to be paid by the related parties, does not
exceed 25% of POCML7’s market capitalization.
Proposed Transaction Update
At the annual and special meeting of shareholders of POCML7 held on January 8, 2026, shareholders
of POCML7 approved matters related to the Proposed Transaction, including the name change,
consolidation and board reconstitution . Shareholders of Verdera also approved the Proposed
Transaction by consent resolution. POCML7 received conditional approval of the TSX -V of the
Proposed Transaction on January 22, 2026.
Concurrent with closing of the Proposed Transaction, POCML7 proposes to complete a non-brokered
private placement of up to $400,000 through the issuance of Verdera Shares at the Issue Price (the
“POCML PP”). Shares issued in the POCML PP will be subject to a hold period expiring four months
plus one day from the closing of the POCML PP. Closing of the Proposed Transaction is not
conditional on closing of the POCML PP .
For additional information relating to the terms of the Proposed Transaction, please refer to the joint
news releases dated November 3, 2025 and November 26, 2025. In addition, more information
relating to the Proposed Transaction and the resulting issuer will be available in the filing statement
of POCML, which is expected to be filed on or about February 13, 2026 on SEDAR+ under POCML7’s
3
issuer profile. Verdera and POCML will issue a subsequent news release confirming the scheduled
closing date on filing of the filing statement, as required by Policy 2.4 , and the trading date on the
TSX-V.
Completion of the Proposed Transaction is subject to a number of conditions, including but not
limited to, final TSX-V 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
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 TSX-V 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 TSX -V 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 TSX -V nor its Regulation
4
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
t o b e t h e 7th 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 satisfaction of escrow
release conditions and the conversion of Subscription Receipts to Verdera Shares; completion of the
POCML7 PP; the intended use of proceeds of the Offering; the business of Verdera; and information
concerning the Crownpoint & Hosta Butte Project;. 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.