Verdera Energy Announces Go-Public Transaction with POCML 7 Inc. and Brokered $20 Million Financing to Advance its Significant Uranium Resources in the United States
Verdera Energy Announces Go-Public Transaction with POCML 7 Inc. and Brokered $20 Million Financing to Advance its Significant Uranium Resources in the United States |
| [03-November-2025] |
/NOT FOR DISTRIBUTION IN THE UNITED STATES/ SANTA FE, N.M., Nov. 3, 2025 /CNW/ - Verdera Energy Corp. (the "Company" or "Verdera") and POCML 7 Inc. (TSXV: POC.P) ("POCML7") a capital pool company listed on the TSX Venture Exchange, announced today that they have entered into a binding letter agreement, negotiated at arm's length and dated November 2, 2025 (the "Letter Agreement") in respect of a proposed business combination transaction pursuant to which POCML7 will acquire all of the issued and outstanding securities of Verdera (the "Proposed Transaction"). In connection with the Proposed Transaction, Verdera intends to complete a financing of subscription receipts ("Subscription Receipts") for gross proceeds of up to $20,000,000 CDN (the "Financing"). The Financing will be led on a best efforts basis by Haywood Securities Inc. and SCP Resource Finance LP (the "Agents"). The Proposed Transaction will, on closing, constitute the Qualifying Transaction of POCML7 under the policies of the TSX Venture Exchange. On closing of the Proposed Transaction the resulting listed company (the "Resulting Issuer") will be a mining issuer operating under the name of Verdera Energy Corp.
About Verdera Energy Corp. Verdera Energy Corp. is focused on the development of uranium assets in New Mexico, considered to be the 7th largest uranium producing district in the world1,2. 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") 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 complimented by several additional projects with historical resources. 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. The New Mexico Properties Verdera holds the Crownpoint and Hosta Butte Project which hosts a 25.7 million pounds eU3O8 ("uranium") indicated resource and a 5.9 million pounds uranium inferred resource, and several other uranium properties with historical 59.3 million pounds uranium mineral resources that lie within the Grants Uranium District in New Mexico, USA. The Company holds extensive historical exploration data on these pipeline projects that can be utilized to advance verification of historical estimates and conversion to current mineral resources, as well as to expand on and/or discover additional uranium resources. The New Mexico Grants Uranium District has historically produced ~350 million pounds uranium or nearly 40% of all uranium mined in the United States1,2. Highlights of the Company's properties are shown below: Crownpoint and Hosta Butte Project* Project Highlights: Principal asset of Verdera
Total Indicated Mineral Resources (September 2025)
Total Inferred Mineral Resources (September 2025)
A technical report in support of the mineral resource estimates will be filed on SEDAR+ (www.sedarplus.ca) in connection with the Qualifying Transaction, and will also be available on the Company's website (www.verderauranium.com). Historic Mineral Resources - Significant Projects
A Qualified Person (as defined in NI 43-101) has not done sufficient work to classify the historical estimates as a current mineral resource. Results in the table above were obtained from various reports, including technical reports under earlier versions of NI43-101, prepared by/for prior operators of the properties as described on the Company's website at www.verderauranium.com. The Company believes the historical results are relevant and reliable for the purposes of confirmatory review and analysis and defining areas for further exploration work. Additional work will be required to verify and update historical estimates, including a review of assumptions, parameters, methods and testing, and confirmatory exploration and analysis where required. The historical estimates do not use the current mineral resource categories prescribed under NI 43-101. The Company is not treating historical estimates as current mineral resources.
Mark Pelizza, MSc, C.P.G, a Director and Qualified Person under NI 43-101, has reviewed and approved the technical disclosure in this news release on behalf of the Company. Summary of the Proposed Qualifying Transaction Pursuant to the Letter Agreement, POCML7 will on closing of the Proposed Transaction acquire all of the issued and outstanding Verdera common shares and preferred shares (collectively the "Verdera Shares") from the Verdera shareholders in exchange for post-Consolidation (as described below) POCML7 common shares (the "Consideration Shares") on the basis of one Consideration Share for each Verdera Share. Verdera currently has 31,178,000 common shares and 50,000,000 preferred shares outstanding which will convert to common shares upon completion of the Proposed Transaction, and has issued 4,680,000 stock options. All preferred shares are held by enCore Energy Corp. (Nasdaq: EU TSXV: EU) and were issued by Verdera in connection with the acquisition of the Crownpoint and Hosta Butte property and additional pipeline properties in the Grants Uranium District of New Mexico from enCore (see enCore news releases of March 18, 2025 and April 9, 2025). Verdera stock options will be exchanged for corresponding options of the Resulting Issuer. The Proposed Transaction will be structured as a three-cornered amalgamation, plan of arrangement or other structure based on the advice of the parties' respective advisers and taking into account various securities, tax, operating and other considerations. Certain Consideration Shares to be issued to the current holders of the Verdera Shares pursuant to the Proposed Transaction will be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to principals (as defined under the TSXV policies), which will be subject to the escrow requirements of the TSXV. In connection with the Proposed Transaction enCore Energy is proposing to distribute 35 million of its 50 million Consideration Shares to its shareholders subject to complying with escrow restrictions that will apply to all of enCore's Consideration Shares. The completion of the Proposed Transaction is subject to a number of terms and conditions, including and without limitation to the following: negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either POCML7 or Verdera; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of the Name Change and Consolidation (as defined below) and any other required corporate changes requested by Verdera, acting reasonably; completion of the Financing; completion of customary due diligence by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction. It is not anticipated that POCML7 shareholder approval of the Proposed Transaction will be required, however shareholder approval of the Consolidation, Name Change and other standard matters will be required prior to the closing. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met. Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a mining issuer on the TSXV, with Verdera as its subsidiary. It is anticipated that the Proposed Transaction will constitute the qualifying transaction of POCML7 in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the "TSXV"). The Proposed Transaction will not constitute a Non-Arm's Length Transaction (as such term is defined in the policies of the TSXV). Management of Resulting Issuer On closing of the Proposed Transaction the current board and management of POCML7 will resign and the following individuals are anticipated to be appointed to the board and management of the Resulting Issuer: Janet Lee Sheriff, Chair and Chief Executive Officer. Ms. Sheriff brings 25 years of experience in the mineral extraction industry, community engagement and communications to Verdera. She presently serves as the President and Director of Group 11 Technologies, the Clean Energy Association of New Mexico and the enCore Energy Education Society. She most recently served as the Chief Communications Officer of enCore Energy Corp., having managed their brand and communications from a micro-cap company to a leading uranium producer in the United States. Ms. Sheriff previously served as Chief Executive Officer of Golden Predator Mining; President of Tigris Uranium (now enCore Energy Corp.) and as Executive Chair of C2C Metals Corp (now Urano Energy Corp.). She is a graduate of Queen's University in Kingston, Canada, and a recipient of the Queen's Jubilee Commemorative Medal awarded for outstanding achievements by Canadians. Kevin Bambrough, Director. Kevin Bambrough is a seasoned executive and investor with three decades of experience in natural resources, energy markets, and alternative asset management. As the former President of Sprott Inc. and CEO of Sprott Resource Corp., Kevin played a pivotal role as the founder of Sprott Consulting growing it to over $1 billion in assets under management, and delivered a 28% IRR over five years before retiring. He is widely recognized for his early and successful identification of major market trends, resource cycles and deep understanding of the uranium market. Mark Pelizza, Director. Mr. Pelizza has spent 45 years in the uranium industry with direct project experience including the Alta Mesa, Benavides, Kingsville Dome, Longoria, Palangana, Rosita, West Cole and the Vasquez projects, all in Texas. He was also responsible for the permitting and licensing of the Church Rock, Crownpoint and Unit 1 projects in New Mexico and the North Platte project in Wyoming. Mr. Pelizza serves as Lead Director on the Board of Directors for enCore Energy Corp., an In-Situ Recovery uranium producer, from 2014 to 2025. His roles include Lead Director, Chair of the Compensation Committee and a previous member of the Audit Committee. He is also the Principal of M.S. Pelizza & Associates where he serves clients in the extractive industries. He previously served as Sr. Vice President of Health, Safety and Environmental Affairs with Uranium Resource, Inc and previously worked with Union Carbide Corp. Mr. Pelizza received his B.S. in Geology, Fort Lewis College and his M.S. in Geological Engineering from the Colorado School of Mines. He is a licensed Professional Geoscientist in Texas, a Certified Professional Geologist by the American Institute of Professional Geologists, and a Qualified Person under NI 43-101. He is the Past Chairman of the Texas Mining and Reclamation Association and the Past President of the Uranium Producers of America. Jon Indall, Director. Mr. Indall has close to 40 years of experience in natural resources, environmental law, and administrative law, which has made a profound impact on these domains. A distinguished retired partner from the prestigious law firm of Maldegen, Templeman & Indall in Santa Fe, his practice encompassed intricate transactions, title work, permitting, and mining property acquisitions. Mr. Indall represented clients engaged in site remediation activities, including superfund sites. He currently serves as a director on the board of Premier American Uranium Inc., and is s senior advisor to the Uranium Producers of America. He holds a B.A. and a J.D. from the University of Kansas. Greg Hayes, Director. Mr. Hayes is a Chartered Professional Accountant with over 25 years of financial and executive leadership experience, primarily within the publicly traded resource sector. He has held senior positions across a range of TSXV- and CSE-listed companies, with a particular focus on mineral exploration and development. Mr. Hayes is the Chief Financial Officer of Soma Gold Corp. and has previously served as Chief Financial Officer for multiple publicly listed companies, including Golden Predator Mining Corp., Taku Gold Corp., Firestone Ventures Inc., and Shear Minerals Ltd. He also previously served as Chief Executive Officer and Director of Golden Predator Mining Corp. and Northern Tiger Resources Inc. Prior to his corporate leadership roles, Mr. Hayes gained audit experience with PricewaterhouseCoopers and served as a Principal for the Auditor General of Alberta, managing audits of public sector entities. He holds a Bachelor of Commerce degree from the University of Alberta. Scott Davis, Chief Financial Officer. Scott Davis is a partner of Cross Davis & Company LLP Chartered Professional Accountants, a firm focused on providing accounting and management services for publicly-listed companies. Mr. Davis has over 23 years of experience working with junior exploration public companies and has held several CFO positions with companies listed on Canadian exchanges including serving as the Chief Financial Officer of enCore Energy Corp from 2015 to 2019. Scott's past experience consists of senior management positions, including Assistant Financial Controller with Appleby, Auditor with Davidson & Company LLP Chartered Professional Accountants auditing junior exploration companies, and Accounting Manager with Pacific Opportunity Capital Ltd. Financing Subscription Receipts offered pursuant to the Financing will on closing of the Transaction convert into common shares of the Resulting Issuer. Pending the closing of the Transaction the proceeds of the Subscription Receipts will be held in escrow by a trust company and released to the Resulting Issuer on closing of the Transaction, provided that 50% of the cash commissions payable to the Agents will be released on closing of the Financing. The Agent's also received an overallotment option to increase the offering by up to 15% (the "Over Allotment Option"). In connection with the Financing the Agent's are entitled to receive a cash fee of 5% of the gross proceeds and agent's compensation Subscription Receipts equal to 4% of the number of Subscription Receipts issued pursuant to the Financing. Completion of the Financing is a condition of the completion of the Proposed Transaction. The Company intends to use the net proceeds of the Financing and the Over Allotment Option 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, preparation of a preliminary feasibility study, and state permitting, in addition to maintaining a reserve for additional asset acquisitions related to current operations, and general corporate and working capital purposes. Information Concerning POCML7 POCML7 is a capital pool company and its common shares are listed for trading on the TSXV under the symbol "POC.P". As at June 30, 2025, POCML7 had cash and cash equivalents, net of liabilities, of approximately $609,602. As of the date hereof, POCML7 has 11,084,625 POCML7 Shares outstanding and has issued options and broker warrants to acquire an aggregate of 1,100,000 POCML7 Shares at an exercise price of $0.10 per share. In connection with the closing of the Proposed Transaction it is anticipated that all options of POCML7 will be exercised. In addition, prior to completion of the Proposed Transaction, POCML7 proposes to effect a consolidation of the issued and outstanding POCML7 Shares on the basis of approximately 0.6565 of one "new" POCML7 Share for every one "old" POCML7 Share issued and outstanding (the "Consolidation"). PowerOne Capital Markets Limited ("PowerOne") is acting as an advisor to Verdera in connection with the Proposed Transaction and PowerOne may receive cash and securities-based compensation as compensation for so acting. PowerOne is considered a related and connected issuer to POCML7 because: (i) officers and directors of PowerOne own, control or direct more than 20% of the issued and outstanding common shares of POCML7, assuming the exercise of the options of POCML7 that they own and no other convertible securities; and (ii) officers and directors of PowerOne are officers and directors of POCML7. The terms of the Proposed Transaction were determined by Verdera and POCML7, and no compensation from the Proposed Transaction will be applied for the benefit of PowerOne other than the previously mentioned fees. The interests of PowerOne and/or its officers and directors in the Resulting Issuer may be subject to such escrow periods as may be imposed by the TSXV and/or securities regulators and such additional contractual hold period as they may be agreed to. Filing Statement In connection with the Proposed Transaction and pursuant to the requirements of the TSXV, POCML7 will file a filing statement on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Proposed Transaction, POCML7, the Project, the Financing, and the Resulting Issuer. Sponsorship of Qualifying Transaction Sponsorship of a qualifying transaction of a capital pool company is required by the TSXV unless exempt in accordance with TSXV policies. POCML7 intends to apply for an exemption from the sponsorship requirements. Reinstatement to Trading In accordance with the policies of the TSXV, the POCML7 Shares are currently halted from trading and will remain so until such time as the TSXV determines, which, depending on the policies of the TSXV, may not occur until completion of the Proposed Transaction. Further Information Further details about the Proposed Transaction and the Resulting Issuer will be provided in a Filing Statement to be prepared in accordance with TSXV form requirements, and filed in respect of the Proposed Transaction. Investors are cautioned that, except as disclosed in the Filing Statement, 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 Venture Exchange has in no way passed upon the merits of the Proposed Transaction. 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 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 to be 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 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, 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, the Financing; distribution of shares to enCore shareholders, TSXV sponsorship requirements and intended application for exemption therefrom; shareholder, director and regulatory approvals; and future press releases and disclosure. 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 Verdera Energy Corp. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company Codes: NASDAQ-NMS:EU,TorontoVE:EU,TorontoVE:POC.P | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
