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

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 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 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
[email protected]
www.verderauranium.com

POCML 7 Inc.
David D'Onofrio
Director
(416) 643-3880
[email protected]

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 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, assumptions, 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.

SOURCE: POCML 7 Inc.

View the original press release on ACCESS Newswire

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