Star Metro - Verdera Energy Announces Closing of Qualifying Transaction

VANCOUVER, BC / ACCESS Newswire / February 20, 2026 / Verdera Energy Corp. (TSXV:V)("Verdera" or the "Company") (formerly POCML 7 Inc). announced today that it has completed its previously announced acquisition of all of the issued and outstanding securities of Verdera Energy Corp. (to be renamed Verdera Energy Holdings Inc.) (the "Target"). The transaction constitutes the Qualifying Transaction of the Company under the policies of the TSX Venture Exchange ("TSXV"). In addition, the Company completed the conversion and exchange of subscription receipts (the "Subscription Receipts") issued in connection with the brokered private placements of the Company and the Target. Gross proceeds of $2.67 million were raised through the issuance of Subscription Receipts of the Company, and $17.33 million through the issuance of Subscription Receipts of the Target. The Company also completed a non-brokered private placement of common shares for gross proceeds of $400,000, for aggregate gross proceeds of $20.4 million raised in connection with the Qualifying Transaction.

Immediately prior to the closing, the Company consolidated its issued and outstanding shares on a 0.656565 Company common shares for each previously existing share basis and changed its name from POCML 7 Inc. to Verdera Energy Corp. The Company's new CUSIP and ISIN numbers are 92339J107 and CA92339J1075 respectively. Shareholders of the Company are not required to take any action with respect to the consolidation or name change and are not required to exchange their existing share certificates for new certificates bearing the Company's new name. The Company's transfer agent, TSX Trust Company will send registered shareholders a new Direct Registration System advise (DRS) representing the number of post-consolidation common shares held by them.

On completion of the transaction the issued and outstanding share capital of the Company consists of: (i) 75,727,993 common shares; (ii) outstanding options to acquire 4,736,000 common shares; (iii) outstanding agent options to acquire 800,000 common shares; and (iv) 35,000,000 preferred shares. A total of 11,118,024 common shares are subject to TSXV escrow agreements, with an additional 14,751,001 common shares subject to a contractual hold in line with the TSXV seed share resale restrictions. A further 15,000,000 common shares held by enCore Energy Corp. ("enCore") and 1,000,000 common shares held by an entity controlled by a former director and officer of the Company are restricted until such time as the preferred shares are converted to common shares and distributed to shareholders of enCore.

Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Bulletin by the TSXV. Subject to final acceptance by the TSXV, the Company will be classified as a Tier 1 mining issuer pursuant to TSXV policies. The Common Shares are expected to commence trading on the TSXV under the symbol "V" at the opening of the markets on or about February 24, 2026.

In connection with the Qualifying Transaction, the Company's board of directors has been reconstituted and is now comprised of the following individuals: Janet Lee Sheriff, Kevin Bambrough, Gregory Hayes, Mark Pelizza and Jon Indall. In addition, the board has appointed Janet Lee Sheriff as Chief Executive Officer and Scott Davis as Chief Financial Officer and Corporate Secretary.

PowerOne Capital Markets Limited ("PowerOne") acted as an advisor to the Target in connection with the Qualifying Transaction and in connection therewith PowerOne will receive a $306,000 cash fee and 306,000 advisory options following completion of the Qualifying Transaction. Prior to the completion of the Qualifying Transaction, PowerOne was considered a related and connected issuer to POCML 7 Inc. because: (i) officers and directors of PowerOne owned, controlled or directed more than 20% of the issued and outstanding common shares of POCML 7 Inc.; and (ii) officers and directors of PowerOne were officers and directors of POCML 7 Inc. A director of POCML 7 Inc. acted as an advisor to the Target in connection with the Qualifying Transaction and will receive 250,000 common shares in the capital of the Company.

Full details of the Qualifying Transaction, the offering of Subscription Receipts, and certain other matters are set out in the filing statement of the Company dated February 13, 2026 (the "Filing Statement"). A copy of the Filing Statement can be found under the Company's SEDAR+ profile at www.sedarplus.ca.

About Verdera Energy Corp.

Verdera Energy Corp. is focused on the development of uranium assets in New Mexico. 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") amenable 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. Verdera strives to collaborate closely with local communities and exclusively advance projects that can utilize the environmentally sound ISR uranium extraction technology.

For further information, please contact:

Contact:
Verdera Energy Corp.
Janet Lee Sheriff
Chief Executive Officer
(214) 304-9552
[email protected]
www.verderauranium.com

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 for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

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, the business of Verdera and anticipated trading date. 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. 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 assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

SOURCE: Verdera Energy Corp

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