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Verdera Energy Closes $20 Million Financing and Provides Update to Proposed Qualifying Transaction and Listing on the TSX-V

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  • Verdera Energy Corp. & POCML 7 Inc. closed a subscription receipt offering for aggregate gross proceeds of $20 million.
  • Verdera reserved the ticker symbol "V" on the TSX Venture Exchange, with trading expected to commence on or about February 24, 2026.
  • The offering issued 17,330,000 Verdera Subscription Receipts & 2,670,000 POCML7 Subscription Receipts at $1.00 per receipt.
  • The transaction was executed under an agency agreement led by Haywood Securities Inc. & SCP Resource Finance LP, including Stifel Nicolaus Canada Inc. & Jett Capital Advisors LLC.
  • Each subscription receipt will automatically exchange for one common share of the renamed Verdera Energy Corp. upon satisfaction of escrow conditions related to the Proposed Transaction.
  • Verdera paid a 5% agent fee totaling $1,000,000, with 50% paid at closing & 50% held in escrow pending the Proposed Transaction.
  • Agents received 800,000 broker subscription receipts, which will convert to broker warrants exercisable at $1.00 for 18 months after the Proposed Transaction closes.
  • Gross proceeds less half the agent fee & expenses are held in escrow by Odyssey Trust Company; funds will be refunded if conditions are not met within 90 days (plus a potential 30-day extension).
  • Net proceeds will fund exploration & advancement of the Crownpoint & Hosta Butte Project, including drilling, metallurgical studies, community relations, engineering studies, asset acquisitions, & working capital.
  • Directors David D'Onofrio & Adam Parsons invested $200,000 in the offering, constituting a related party transaction exempt from formal valuation & minority shareholder approval requirements under MI 61-101.
  • POCML7 shareholders approved the Proposed Transaction on January 8, 2026, & Verdera shareholders approved it via consent resolution.
  • TSX-V granted conditional approval of the Proposed Transaction on January 22, 2026.
  • POCML7 plans a concurrent non-brokered private placement of up to $400,000, which is not a condition for closing the Proposed Transaction.
  • A filing statement regarding the transaction is expected on SEDAR+ on or about February 13, 2026.
  • Completion of the Proposed Transaction remains subject to conditions including final TSX-V acceptance.