Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM F-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Verdera Energy Corp.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
| British Columbia, Canada | 1094 | Not Applicable | ||
| (State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
#250 – 750 West Pender St.
Vancouver, British Columbia, V6C 2T7, Canada
(505) 273-7724
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cogency Global Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Names, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jason K. Brenkert, Esq. Dorsey & Whitney LLP 1400 Wewatta Street, Suite 400 303-352-1133 |
Approximate date of commencement of proposed sale to public: As soon as practicable upon effectiveness of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement the same offering. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION | DATED APRIL 30, 2026 |
35,000,000 Common Shares
Verdera Energy Corp.
This prospectus relates to the offer and sale of 35,000,000 common shares (the “Distribution Shares”) of Verdera Energy Corp. (the “Company”, “we”, “us”, and “ours”) by way of a planned special distribution (the “Special Distribution”) by the selling shareholder named herein, enCore Energy Corp., a corporation incorporated pursuant to the laws of the Province of British Columbia (“enCore”), to the holders of common shares of enCore (the “enCore Shareholders”) and is being delivered to enCore Shareholders in connection with the Special Distribution. This prospectus relates to the Special Distribution of the Distribution Shares.
Pursuant to the Special Distribution, each enCore Shareholder as of , 2026, the record date for the Special Distribution as set by the board of directors of enCore (the “Distribution Record Date”), will be entitled to receive their pro rata portion of the Distribution Shares per enCore common share held, [calculated by dividing the number of Distribution Shares by the number of outstanding enCore common shares on the Distribution Record Date. EnCore shareholders who would otherwise be entitled to a fractional Distribution Preferred Share will have the number of Distribution Shares rounded down to the nearest whole Distribution Share.]
enCore holds 15,000,000 common shares and 35,000,000 Class A Preferred Shares of the Company, representing approximately 20.05% of the Company’s issued and outstanding voting securities. Pursuant to their terms, the Class A Preferred Shares will convert in the Distribution Shares immediately prior to the Distribution Record Date and be distributed to the enCore Shareholders pursuant to the Special Distribution. As a result, enCore is deemed an “affiliate” of the Company and is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act of 1933, as amended (the “Securities Act”) in relation to the Special Distribution of the Distribution Shares.
We will not receive any proceeds from the Special Distribution of the Distribution Shares or from the conversion of the Class A Preferred Shares into common shares prior to completion of the Special Distribution.
Our common shares are currently listed for trading on the TSX Venture Exchange (the “TSXV”) under the ticker symbol “V”. The closing price per share on the TSXV on April 9, 2026 was C$0.55.
We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”
Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 16 of this prospectus for a discussion of information that should be considered in connection with an investment in our common shares.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2026
TABLE OF CONTENTS
This prospectus is part of a registration statement we filed with the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”). If the SEC declares the registration statement effective, the selling shareholder named herein, enCore, may sell up to 35,000,000 Distribution Shares by way of the Special Distribution. We will update this prospectus from time to time to include new information about us, and we will file supplements to the prospectus with the Securities and Exchange Commission. You should carefully read this prospectus, any prospectus supplement, and the information we from time-to-time file with SEC as described under the caption “Where You Can Find Additional Information.”
This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in any jurisdiction in which, or from any person with respect to whom, it is unlawful to make any such offer in such jurisdiction.
You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with additional, different or inconsistent information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We may not sell these securities until the registration statement filed with, is effective. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus unless otherwise specified herein. Our business, financial condition, results of operations and prospects may have changed since that date. Information contained on our website does not constitute part of this prospectus.
The market data and other statistical information used throughout this prospectus has been compiled from publicly available information and industry publications. These sources generally state that the information they provide is believed to be reliable however, it is subject to subjective assessments and changes and cannot always be verified with complete certainty due to limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in any market research and statistical survey. Therefore, the accuracy and completeness of the information are not guaranteed and estimates and beliefs based on such data may not be reliable. In addition, such market data and statistical information may be different from other sources and may not reflect all or even a comprehensive set of the actual events and transactions occurring in the market. Although we are responsible for all of the disclosures contained in this prospectus and we believe that such market data and statistical information is reliable, we have not independently verified its accuracy or completeness. In addition, some data is also based on our good faith estimates and our management’s understanding of industry conditions. Such data involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Forward-Looking Statements” and “Risk Factors” in this prospectus.
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For ease of reference, the following factors for converting metric measurements into imperial equivalents are as follows:
| Metric Units | Multiply By | Imperial Units | ||||
| Hectares | 2.471 | = acres | ||||
| Meters | 3.281 | = feet | ||||
| Kilometers | 0.621 | = miles (5,280 feet) | ||||
| Grams | 0.032 | = ounces (troy) | ||||
| Tonnes | 1.102 | = tons (short) (2,000 lbs) | ||||
| grams/tonne | 0.029 | = ounces (troy)/ton | ||||
Abbreviations
In this prospectus, the abbreviations set forth below have the following meanings:
| $ | U.S. Dollar | km2 | square kilometer | |
| ° | degrees | kv | kilovolt | |
| % | percent | m | meter | |
| C$ | Canadian Dollar | m2 | square meter | |
| ft | feet | lb | pound | |
| g/t | metric gram per metric tonne | U3O8 | tri-Uranium octo-oxide | |
| kg | kilogram | ppm | parts per million | |
| kg/t | kilograms per tonne | U | Uranium | |
| kl/t | kiloliters per tonne | ac | acres |
In this prospectus, the following terms have the meanings set forth herein:
“BLM” means the U.S. Bureau of Land Management.
“Central Processing Plant” or “CPP” means the central operational facilities Uranium processing occurs following Uranium extraction from the ore body using ISR.
“Crownpoint” or “Crownpoint Project” means the Crownpoint and Hosta Butte Uranium Project located in McKinely County, New Mexico, USA.
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“Crownpoint Technical Report” means the S-K 1300 technical report summary entitled “Crownpoint and Hosta Butte Uranium Project, McKinely County, New Mexico, USA, Initial Assessment, S-K 1300” dated December 5, 2025 and effective as of February 25, 2025 prepared by BRS Inc.
“EPA” means the U.S. Environmental Protection Agency.
“Exploration Stage Issuer” is an issuer that has no material property with Mineral Reserves disclosed.
“Exploration Stage Property” is a property that has no Mineral Reserves disclosed.
“GT” means grade-thickness, a measure referring to the concentration of a mineral in Ore and the width of the Ore body.
“Inferred Mineral Resource” is a component of Mineral Resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling; where the term limited geological evidence means evidence that is only sufficient to establish that geological and grade or quality continuity is more likely than not. The level of geological uncertainty associated with an Inferred Mineral Resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an Inferred Mineral Resource has the lowest level of geological confidence of all Mineral Resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an Inferred Mineral Resource may not be considered when assessing the economic viability of a mining project and may not be converted to a Mineral Reserve.
“Indicated Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an Indicated Mineral Resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an Indicated Mineral Resource has a lower level of confidence than the level of confidence of a Measured Mineral Resource, an Indicated Mineral Resource may only be converted to a Probable Mineral Reserve.
“Initial Assessment” is a preliminary technical and economic study of the economic potential of all or parts of mineralization to support the disclosure of Mineral Resources. The Initial Assessment must be prepared by a qualified person and must include appropriate assessments of reasonably assumed technical and economic factors, together with any other relevant operational factors, that are necessary to demonstrate at the time of reporting that there are reasonable prospects for economic extraction. An Initial Assessment is required for disclosure of Mineral Resources but cannot be used as the basis for disclosure of Mineral Reserves.
“Ion-exchange” or “IX” means a reversible chemical reaction that swaps ions between a solid and a solution. In the case of the Company’s operation, the ion exchange occurs in a bed of strong base anionic polystyrene resin beads contained in a vessel or column.
“ISR” means In Situ Recovery (literally, ‘in place’ recovery) describes rocks or formations that have not been moved from their original position (also known as in situ leach or ISL).
“Measured Mineral Resource” is that part of a Mineral Resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a Measured Mineral Resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a Measured Mineral Resource has a higher level of confidence than the level of confidence of either an Indicated Mineral Resource or an Inferred Mineral Resource, a Measured Mineral Resource may be converted to a Proven Mineral Reserve or to a Probable Mineral Reserve.
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“Mineral Reserve” is an estimate of tonnage and grade or quality of Indicated and Measured Mineral Resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a Measured or Indicated Mineral Resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.
“Mineral Resource” is a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for economic extraction. A Mineral Resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.
“Mineralization” means, in exploration, a reference to a notable concentration of metals and their associated mineral compounds, or a specific mineral, within a body of rock.
“Modifying Factors” are the factors that a qualified person must apply to Indicated and Measured Mineral Resources and then evaluate in order to establish the economic viability of Mineral Reserves. A qualified person must apply and evaluate modifying factors to convert Measured and Indicated Mineral Resources to Proven and Probable Mineral Reserves. These factors include but are not restricted to: mining; processing; metallurgical; infrastructure; economic; marketing; legal; environmental compliance; plans, negotiations, or agreements with local individuals or groups; and governmental factors. The number, type and specific characteristics of the modifying factors applied will necessarily be a function of and depend upon the mineral, mine, property, or project.
“NRC” means US Nuclear Regulatory Commission.
“Ore” means a natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated. A company may only refer to Mineral Reserves (as that term is defined in S-K 1300) as “ore.”
“Probable Mineral Reserve” is the economically mineable part of an Indicated Mineral Resource, and in some circumstances, a Measured Mineral Resource. The confidence in the Modifying Factors applying to a Probable Mineral Reserve is lower than that applying to a Proven Mineral Reserve.
“Proven Mineral Reserve” is the economically mineable part of a Measured Mineral Resource. A Proven Mineral Reserve implies a high degree of confidence in the Modifying Factors.
“Qualified Person” or “QP” means an individual who:
| a. | is an engineer or geoscientist with a university degree, or equivalent accreditation, in an area of geoscience, or engineering, relating to mineral exploration or mining; |
| b. | has at least five years of experience in mineral exploration, mine development or operation or mineral project assessment, or any combination of these, that is relevant to his or her professional degree or area of practice; |
| c. | has experience relevant to the subject matter of the mineral project and the technical report; |
| d. | is in good standing with a professional association; |
| e. | in the case of a professional association in a foreign jurisdiction, has a membership designation that requires attainment of a position of responsibility in their profession that requires the exercise of independent judgment; and requires: |
| i. | favorable confidential peer evaluation of the individual’s character, professional judgement, experience, and ethical fitness; or |
| ii. | a recommendation for membership by at least two peers and demonstrated prominence or expertise in the field of mineral exploration or mining. |
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“Uranium” means naturally radioactive, heavy, metallic element of atomic number 92. Uranium in its pure form is a heavy metal. Its two principal isotopes are U-238 and U-235, of which U-235 is the necessary component for the nuclear fuel cycle. However, “uranium” used in this annual report refers to triuranium octoxide, also called “U3O8,” and is produced from uranium deposits. It is the most actively traded uranium-related commodity. Our operations extract and ship “yellowcake” which typically contains 70% to 90% U3O8 by weight.
“USGS” means United States Geological Survey.
“U3O8” a standard chemical formula commonly used to express the natural form of uranium mineralization. U represents uranium and O represents oxygen. U3O8 is contained in “yellowcake” or “uranium concentrate” accounting for 70% to 90% by weight.
Unless otherwise noted, the Company’s financial and related information included in this prospectus is presented in Canadian dollars (“C$”). As of February 26, 2026 the average exchange rate, as reported by the Bank of Canada for the conversion of United States dollars into Canadian dollars was US$0.7306 (US$1.00 = C$1.3688). Unless otherwise indicated in this prospectus, all other references herein are to United States dollars.
Exchange Rate Information
The following tables set forth certain exchange rates based on the average exchange rate are reported by the Bank of Canada. Each of the tables set forth the number of Canadian dollars required under that formula to buy one United States dollar.
The following table sets forth the exchange rate for the past five fiscal years ended September 30:
| Fiscal
Year Ended September 30, 2025 | Fiscal
Year Ended September 30, 2024 | Fiscal
Year Ended September 30, 2023 | Fiscal
Year Ended September 30, 2022 | Fiscal
Year Ended September 30, 2021 | ||||||||||||||||
| Average | 1.3978 | 1.3698 | 1.3497 | 1.3011 | 1.2535 | |||||||||||||||
The following table sets forth the high and low exchanges rates for each month under the most recently completed six months:
| Month | ||||||||||||||||||||||||
| October 2025 | November 2025 | December 2025 | January 2026 | February 2026 | March 2026 | |||||||||||||||||||
| High | 1.4048 | 1.4120 | 1.3986 | 1.3913 | 1.3708 | 1.3939 | ||||||||||||||||||
| Low | 1.3916 | 1.3979 | 1.3674 | 1.3515 | 1.3544 | 1.3567 | ||||||||||||||||||
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This section summarizes material information that appears later in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere herein. This summary may not contain all of the information that may be important to you. As an investor or prospective investor, you should carefully review the entire prospectus, including the risk factors and the more detailed information that appears later in this prospectus before you consider making an investment in our securities.
Unless otherwise indicated, references in this prospectus to “Verdera,” the “Company,” “we,” “our,” and “us,” refer to Verdera Energy Corp. or any one or more of its subsidiaries, or to such entities collectively.
Our Company
Overview
We were incorporated under the Business Corporations Act (Ontario) on December 31, 2021, under the corporate name “POCML 7 Inc.”. On November 16, 2022, we completed our initial public offering of 1,641,413 of our common shares at a price of C$0.15 per share, for aggregate gross proceeds of C$250,000.
On November 25, 2025, we and our wholly-owned subsidiary, 1564752 B.C. Ltd., a corporation incorporated pursuant to the laws of the Province of British Columbia (“SubCo”), entered into an amalgamation agreement (the “Amalgamation Agreement”) with former Verdera Energy Corp. (“Former Verdera”), a corporation incorporated pursuant to the laws of the Province of British Columbia, Canada. Pursuant to the Amalgamation Agreement, we completed a transaction (the “Transaction”), which included a number of steps including, but not limited to: the acquisition of Former Verdera (including the Amalgamation as described below), a transaction financing, changing our name to “Verdera Energy Corp.”, our continuation into British Columbia under the Business Corporations Act (British Columbia), the creation of the Class A Preferred Shares, the reconstitution of our board of directors, the reconstitution of our management team, a consolidation of the Common Shares, and any other related actions contemplated by the Amalgamation Agreement. As part of the Transaction, SubCo and Former Verdera amalgamated (the “Amalgamation”). The Amalgamation was structured as a three-cornered amalgamation whereby Former Verdera and SubCo amalgamated to form an amalgamated company, Verdera Energy Holdings Inc. (“Verdera Holdings”), which is now our wholly owned subsidiary.
The Transaction closed on February 20, 2026, and in connection therewith we changed our name to “Verdera Energy Corp.”, and completed the Consolidation (as described below). Subsequent to closing of the Transaction we continued into British Columbia, which continuation was effective March 16, 2026.
On closing of the Transaction, we issued 15,000,000 common shares to enCore in exchange for 15,000,000 of the preferred shares of Former Verdera (the “Former Verdera Preferred Shares”) and we also issued 35,000,000 Class A Preferred Shares to enCore in exchange for the remainder of the Former Verdera Preferred Shares and immediately prior to the completion of the Special Distribution, we will issue the Distribution Shares upon conversion of the Class A Preferred Shares.
We currently have three subsidiaries, Verdera Energy Holdings Inc., NM Energy Holding Canada Corp. and NM Energy Holding Corp. The chart below sets out our intercorporate relationships:
Verdera Energy Corp. (formerly POCML 7 Inc.) (British Columbia) | |
| 100% | |
Verdera Energy Holdings Inc. (formerly Verdera Energy Corp.) (British Columbia) | |
| 100% | |
NM Energy Holding Canada Corp. (British Columbia) | |
| 100% | |
NM Energy Holding Corp. (Texas) | |
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Our head office is located at #250 – 750 West Pender St., Vancouver, British Columbia, V6C 2T7, Canada and our registered office is located at 1200-750 West Pender Street, Vancouver, British Columbia, V6C 2T8. Our website is https://verderauranium.com. The information on our website is not incorporated by reference into this prospectus.
Business
We are focused on the exploration and, if warranted, development of uranium assets in New Mexico, considered to be the seventh largest uranium producing district in the world. We are working to advance our 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 our strategic shareholder, enCore. Strategically positioned with mineral rights spanning approximately 400 square miles in the Grants Uranium District, our principal asset is our Crownpoint Project.
We are an Exploration Stage Mining Company. The Crownpoint Project has no known Mineral Reserves under subpart 1300 of Regulation S-K of the SEC (“SK 1300”) and is an Exploration Stage Property.
Recent Developments
Acquisition of NM Energy Holding Canada Corp
In April 2025, we, through Former Verdera, completed the acquisition of NM Energy Holding Canada Corp. from enCore. NM Energy Holding Canada Corp was a newly incorporated holding company with no transactions other than holding NM Energy Texas, which was incorporated in late 2024 for the purpose of acquiring the New Mexico mining assets of enCore in an internal reorganization of those assets. The New Mexico mining assets were previously held by Tigris Uranium Corp. and Uranco, Inc., both being subsidiaries of enCore. Both those subsidiaries were acquired by NM Energy Holding Corp. (Texas) in a divisive merger transaction, whereby the only assets acquired by NM Energy Holding Corp. (Texas) were the New Mexico mining assets. The divisive merger was effective on December 19, 2024.
Pursuant to a share purchase agreement with enCore, Former Verdera acquired 100% of NM Energy Holding Canada Corp., which owned 100% of NM Energy Holding Corp. (Texas), on April 9, 2025. NM Energy Holding Corp. (Texas) owns 100% of the Crownpoint Project except for a portion of one section owned 40% by NuFuel Inc. (a subsidiary of Laramide Resources Ltd.), as well as several other uranium properties in New Mexico.
In consideration for the acquisition of NM Energy Holding Canada Corp, Fromer Verdera issued enCore 50,000,000 Former Verdera Preferred Shares, made a cash payment of US$350,000 and granted enCore a 2% net proceeds royalty on uranium, and a 2% net smelter royalty on net smelter returns received for other minerals, mined from properties held by NM Energy Holding Canada Corp.
Transaction Financing
On February 12, 2026, we and Former Verdera completed a brokered financing of 17,330,000 Former Verdera subscription receipts (“Former Verdera Subscription Receipts”) and 2,670,000 Subscription Receipts of the Company (“Company Subscription Receipts”, together with the Former Verdera Subscription Receipts, the “Subscription Receipts”) at C$1.00 per Subscription Receipt, for gross proceeds of C$20,000,000 (the “Brokered Financing”). On closing of the Transaction, each Verdera Subscription Receipt converted, without payment of additional consideration, into one common share of Former Verdera, which were automatically exchanged for one of our common shares pursuant to the Transaction. On closing of the Transaction, each Company Subscription Receipt converted, without payment of additional consideration, into one of our common shares.
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Concurrently with closing of the Transaction, we also issued, on a non-brokered basis, an additional 400,000 of our common shares at $1.00 per common share for gross proceeds of up to C$400,000 (the “Non-Brokered Financing”).
Advisory Fee
PowerOne Capital Markets Limited acted as advisor to Former Verdera in connection with the Transaction. Former Verdera paid PowerOne a cash fee equal to 1.5% of the gross proceeds of the Brokered Financing and Non-Brokered Financing, and PowerOne received options of the Company equal to 1.5% of the number of Subscription Receipts issued in the Brokered Financing and common shares issued in the Non-Brokered Financing. Each Advisory Option is exercisable into one of our common shares at $1.00 for 18 months. David D’Onofrio, a former director and officer of the Company, also acted as advisor to Former Verdera in connection with the Transaction. Former Verdera issued 250,000 common shares as an advisory fee to Mr. D’Onofrio immediately prior to closing of the Transaction.
Share Consolidation
On February 20, 2026, we completed a consolidation (the "Consolidation") of our common shares on the basis of 0.656565 of a "new" common share for every one (1) "old" common share outstanding. The Consolidation was completed prior to our issuance of securities to the securityholders of Former Verdera and under the Brokered Financing and Non-Brokered Financing.
Except otherwise indicated, all references to our historical common shares, share data, per share data and related information contained in this prospectus prior to the date of the Consolidation depict the effect of the Consolidation as if it had occurred at the beginning of the earliest period presented. Historical common shares, share data and per share data of Former Verdera was not affected by the Consolidation nor were issuances of securities in the Transaction which occurred after the Consolidation. The Consolidation correspondingly adjusted, among other things, the number of common shares issuable upon exercise of outstanding options, restricted stock units and warrants and the exercise price of such options, restricted stock units and warrants and shares issuable upon conversion of preferred stock and other convertible securities. No fractional shares will be issued in connection with the Consolidation, and any fractional shares resulting from the Consolidation were rounded down to the nearest whole share.
The Crownpoint Project
The Crownpoint Project is located in the Grants Uranium Region and offers a long-term opportunity for the Company. Surface rights on the Crownpoint Project are held separately from the mineral rights and have not been removed from development and are not under other restrictions. The Crownpoint Project consists of approximately 3,020 acres of mineral estate.
We, through our subsidiaries, hold a 100% interest in the Crownpoint Project, except for a portion of one section which is 60% owned by us and 40% owned by NuFuel Inc. (subsidiary of Laramide Resources Ltd.), subject to a 3% gross proceeds royalty on uranium held by NZ Uranium LLC, and a 2% net proceeds royalty on uranium and 2% net smelter royalty on other minerals, held by enCore.
The property is outside of the Navajo Reservation and is situated on the western edge and to the southwest of the small town of Crownpoint, New Mexico. A portion of the Crownpoint Project is included within the existing NRC source material license area that is held by a subsidiary of Laramide Resources, Ltd. The Crownpoint area of the Crownpoint Project is wholly within NuFuels, Inc.’s (a wholly owned subsidiary of Laramide Resources LTD) Source Materials License SUA-1580 for the in-situ recovery (“ISR”) of uranium which was issued by the US Nuclear Regulatory Commission (NRC). Water rights have been approved by the New Mexico State Engineer for a portion of the Crownpoint Project area. Other permits will be required to operate the Crownpoint Project at the Crownpoint area.
The technical and scientific description of the Crownpoint Project contained in this prospectus is based in part on the S-K 1300 technical report summary entitled “Crownpoint and Hosta Butte Uranium Project, McKinely County, New Mexico, USA, Initial Assessment, S-K 1300”, dated December 5, 2025 and effective as of February 25, 2025, and prepared by BRS Inc. The Crownpoint Technical Report was prepared in accordance with SK 1300.
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The Crownpoint Project does not have any known Mineral Reserves under SK 1300. The Crownpoint Project is an Exploration Stage Property.
Map of Location of the Crownpoint Project

See “Property – Verdera – Crownpoint Project” for further information on the Crownpoint Project.
Additional Information
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the SEC. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the common shares and pre-funded warrants only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this document, regardless of the time of delivery of this prospectus or any sale of the common shares and pre-funded warrants. Our business, financial condition, results of operations, and prospects may have changed since the date hereof.
Risk Factors Summary
An investment in our securities is subject to a number of risks, including risks relating to our industry, business and corporate structure. The following summarizes some, but not all, of these risks, the occurrence of which could have a material adverse effect on our business, financial condition and results of operations, which could cause the trading price of our common shares to decline and could result in a loss of all or part of your investment. Please carefully consider all of the information discussed in the section entitled “Risk Factors” in this prospectus for a more thorough description of these and other risks.
Risks Related to Our Business
| · | We have a limited operating history and no history of revenue, which makes it difficult for investors to evaluate our prospects. |
| · | We have incurred losses and expects to continue to incur losses and negative cash flow, which raises substantial doubt about our ability to continue operations without additional financing. |
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| · | We may be unable to obtain financing on acceptable terms or at all which may impact our exploration opportunities. |
| · | We may seek funding through debt financing which could result in restrictive operating covenants and the potential to lose assets if an event of default occurs, each of which could adversely affect our business, financial condition and results of operations. |
| · | We are highly dependent on the success of our single material property, the Crownpoint Project, and any failure to advance this project could materially adversely affect our business. |
| · | We are an early state mining company subject to significant risks regarding is ability to continue our plan of operations, explore and, if warranted, develop the Crownpoint Project. |
| · | Our properties do not contain Mineral Reserves under S-K 1300, and our properties, projects and facilities may not be economic at any point in time or at all. |
| · | Mining on properties having no known Mineral Resources or Mineral Reserves is inherently speculative and may not prove to be economic at any point in time or at all. |
| · | We may not realize any or all of the anticipated benefits from the Crownpoint Project. |
| · | We may experience difficulty in exploiting successful discoveries, including at the Crownpoint Project, which may adversely affect our business, financial condition and results of operations. |
| · | There may be defects or disputes relating the property interests at the Crownpoint Project or our other future property interests. |
| · | There could be defects in the title to our properties, including at the Crownpoint Project, which could result in us losing our interests in the property or impair our ability to conduct activities at the project. |
Risks related to the Mining Industry
| · | Mineral exploration and development are speculative and inherently risky, and we may never discover economically recoverable mineral resources. |
| · | We have not commenced commercial production on any of our mineral properties and may never generate revenues or achieve profitability. |
| · | We will be subject to the risks and hazards normally encountered by companies in the mineral exploration and extraction industry. |
| · | Economic extraction of minerals from uranium deposits may not be commercially viable. |
| · | Estimates of mineral resources are inherently uncertain and may not accurately reflect the economic viability of our properties. |
| · | Shortages of drilling contractors, drilling supplies or other key materials could adversely affect our operations. |
| · | Projects may not advance or achieve production if key permits are not obtained or retained. |
| · | Native American tribes may be involved in the permitting process, which could cause delays or increased expenses. |
Risks Related to Taxation
| · | If we are characterized as a passive foreign investment company, U.S. Holders may be subject to adverse U.S. federal income tax consequences. |
| · | We will be subject to Canadian tax on its worldwide income. |
| · | Dividends, if ever paid, on our common shares are subject to Canadian withholding tax. |
| · | Changes in tax laws may affect us and our shareholders. |
Risk Factors Relating to Our Common Shares
| · | There may be no active trading market for our common shares, which could limit shareholders’ ability to sell their shares. |
| · | The market price of our common shares may be volatile, which could result in substantial losses for investors. |
| · | We may issue additional equity securities, which could dilute existing shareholders and reduce per-share value. |
| · | We do not anticipate paying dividends on our common shares in the foreseeable future, which may limit returns for certain investors. |
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General Risk Factors
| · | Global financial conditions and risks could materially impact our ability to raise equity or obtain debt and impact global supply chains, which could adversely impact our operations and financial condition. |
| · | General inflationary pressures may impact our costs and affect our results of operations. |
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company” under the Jumpstart Our Business Act of 2012, as amended, or the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements, including:
| · | an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act; and |
| · | an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements. |
In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three year period, issued more than US$1.0 billion in non- convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our common shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.
Implications of Being a Foreign Private Issuer
Once the registration statement of which this prospectus is a part is declared effective by the SEC, we will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are applicable to “foreign private issuers,” and under those requirements we will file certain reports with the SEC. As a foreign private issuer, we will not be subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. Under the Exchange Act, we will be subject to reporting obligations that, in certain respects, are less detailed and less frequent than those of U.S. domestic reporting companies. For example, although we report our financial results on a quarterly basis, we will not be required to issue quarterly reports, proxy statements that comply with the requirements applicable to U.S. domestic reporting companies, or individual executive compensation information that is as detailed as that required of U.S. domestic reporting companies. We also will have four months after the end of each fiscal year to file our annual reports with the SEC and we will not be required to file current reports as frequently or promptly as U.S. domestic reporting companies. We also present our consolidated financial statements pursuant to International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, instead of pursuant to U.S. generally accepted accounting principles. Furthermore, our officers, directors and principal shareholders will be exempt from the short-swing profit liability provisions contained in Section 16 of the Exchange Act. As a foreign private issuer, we will also not be subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and leniencies reduce the frequency and scope of information and protections available to you in comparison to those applicable to shareholders of U.S. domestic reporting companies.
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| Issuer | Verdera Energy Corp. | |
| Selling Shareholder | enCore Energy Corp. | |
| Special Distribution | A planned special distribution by enCore to its holders of common shares.
Pursuant to the Special Distribution, each enCore Shareholder as of the Distribution Record Date, will be entitled to receive their pro rata portion of the Distribution Shares per enCore common share held, [calculated by dividing the number of Distribution Shares by the number of outstanding enCore common shares on the Distribution Record Date. EnCore shareholders who would otherwise be entitled to a fractional Distribution Share will have the number of Distribution Shares rounded down to the nearest whole Distribution Share]. | |
| Distribution Shares | 35,000,000 common shares of the Company, which we refer to herein as the Distribution Shares. | |
| Conversion of Class A Preferred Shares | Immediately prior to the completion of the Special Distribution, the Class A Preferred Shares will convert into the Distribution Shares to be distributed in the Special Distribution. | |
| Shares Outstanding after the Special Distribution | 110,757,993 common shares of the Company (1) | |
| Use of proceeds | We will not receive any proceeds from the Special Distribution or from the conversion of the Class A Preferred Shares into the Distribution Shares. | |
| Plan of Distribution | The offering is made by the selling shareholder, enCore, to the enCore Shareholders by way of the Special Distribution. enCore’s board of directors has set , 2026 as the Distribution Record Date for the enCore Shareholders entitled to receive the Distribution Shares pursuant to the Special Distribution. enCore will publicly announce the Distribution Record Date when the Distribution Record Date has been determined. See “Plan of Distribution”. | |
| Listing | Our common shares are currently listed for trading on the TSXV under the ticker symbol “V”. | |
| Risk factors | An investment in our securities involves substantial risks. You should read this prospectus carefully, including the section entitled “Risk Factors” and the financial statements and the related notes to those statements included elsewhere in this prospectus before investing in our securities. |
| (1) | Based on 75,757,993 common shares issued and outstanding as of April 9, 2026. Assumes the conversion of the Class A Preferred Shares into 35,000,000 Distribution Shares upon completion of the Special Distribution. Does not include as of April 9, 2026: 6,576,000 common shares underlying stock options to be issued by the Company to holders of options of Verdera and 800,000 compensation options issued to brokers as part of the Financing. |
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SUMMARY CONSOLIDATED FINANCIAL DATA
The following tables set forth a summary of the historical audited consolidated financial data of the Company as at and for the fiscal years ended September 30, 2025 and 2024. The historical summary consolidated financial data set forth in the following tables has been derived from the Company’s consolidated financial statements included elsewhere in this prospectus. You should read this data together with the consolidated financial statements and the related notes appearing elsewhere in this prospectus and the information included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results are not necessarily indicative of our future results.
Selected Statements of Loss and Comprehensive Loss:
(expressed in Canadian Dollars)
| Three Months ended December 31, 2025 | Three Months ended December 31, 2024 | Year ended September 30, 2025 | Year ended September 30, 2024 | |||||||||||||
| Total expenses | $ | 34,171 | $ | 241 | $ | 23,954 | $ | 25,053 | ||||||||
| Interest Income | $ | (3,893 | ) | $ | (6,319 | ) | $ | (19,197 | ) | $ | (23,902 | ) | ||||
| Net (income)/loss and comprehensive (income)/loss | $ | 30,278 | $ | (6,078 | ) | $ | 4,757 | $ | 1,151 | |||||||
| Net loss per share | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
| Weighted average number of common shares outstanding, basic and diluted | 7,277,777 | 7,268,791 | 7,275,531 | 7,243,122 | ||||||||||||
Selected Statements of Financial Position
(expressed in Canadian Dollars)
| December 31, 2025 | September 30,
2025 | September 30, 2024 | ||||||||||
| Cash and cash equivalents | $ | 605,403 | $ | 606,725 | $ | 598,838 | ||||||
| Total assets | $ | 618,115 | $ | 615,568 | $ | 613,417 | ||||||
| Current liabilities | $ | 73,707 | 40,882 | 36,804 | ||||||||
| Total liabilities | $ | 73,707 | $ | 40,882 | $ | 36,804 | ||||||
| Total shareholder’s equity | $ | 544,408 | $ | 574,686 | $ | 576,613 | ||||||
| Total liabilities and shareholder’s equity | $ | 618,115 | $ | 615,568 | $ | 613,417 | ||||||
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SUMMARY CONSOLIDATED FINANCIAL DATA OF FORMER VERDERA
The following tables set forth a summary of the historical audited consolidated financial data of Former Verdera as at and for the period from incorporation on September 27, 2024 to March 31, 2025 and for the month ended April 30, 2025 and the unaudited consolidated condensed financial data as at and for the periods ended December 31, 2025 and 2024. The historical summary consolidated financial data set forth in the following tables has been derived from Former Verdera’s consolidated financial statements included elsewhere in this prospectus. In our opinion, the unaudited interim consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements and, in our opinion, contain all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such interim financial statements. You should read this data together with the consolidated financial statements and the related notes appearing elsewhere in this prospectus and the information included under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results are not necessarily indicative of our future results.
Selected Consolidated Statements of Loss and Comprehensive Loss:
(expressed in Canadian Dollars)
| Nine Months ended December 31, 2025 | From incorporation on September 27, 2024 to December 31, 2024 | Month ended April 30, 2025 | From Incorporation of September 27, 2024 to March 31, 2025 | |||||||||||||
| Total expenses | $ | (1,326,660 | ) | $ | (129,327 | ) | $ | (81,891 | ) | $ | (387,502 | ) | ||||
| Foreign Exchange | $ | (2,439 | ) | $ | (540 | ) | $ | 175 | $ | (1,603 | ) | |||||
| Loss and comprehensive loss | $ | (1,329,009 | ) | $ | (129,867 | ) | $ | (81,716 | ) | $ | (389,105 | ) | ||||
| Basis and diluted loss per share | $ | (0.06 | ) | $ | (0.3 | ) | $ | (0.00 | ) | $ | (0.04 | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | 24,014,321 | 4,497,927 | 17,704,334 | 10,702,125 | ||||||||||||
Selected Consolidated Statements of Financial Position
(expressed in Canadian Dollars)
| December 31, 2025 | April 30, 2025 | March 31, 2025 | ||||||||||
| Cash | $ | 7,040,098 | $ | 2,403,259 | $ | 2,421,377 | ||||||
| Current assets | $ | 7,785,989 | $ | 2,434,201 | $ | 2,445,056 | ||||||
| Deferred transaction cost | -- | -- | 637,940 | |||||||||
| Exploration and evaluation assets | $ | 10,897,312 | $ | 10,835,059 | $ | -- | ||||||
| Total assets | $ | 18,683,301 | $ | 13,269,260 | $ | 3,082,996 | ||||||
| Current liabilities | $ | 250,000 | $ | 420,741 | $ | 339,511 | ||||||
| Total liabilities | $ | 250,000 | $ | 420,741 | $ | 339,511 | ||||||
| Share Capital | $ | 19,387,086 | $ | 13,179,837 | $ | 3,010,166 | ||||||
| Deficit | $ | (1,718,204 | ) | $ | (470,821 | ) | $ | (389,105 | ) | |||
| Total shareholders’ equity | $ | 18,433,301 | $ | 12,848,519 | $ | 2,743,485 | ||||||
| Total liabilities and shareholder’s equity | $ | 18,683,301 | $ | 13,269,260 | $ | 3,082,996 | ||||||
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SUMMARY PRO FORMA FINANCIAL INFORMATION
The following table sets out certain selected financial information for the Company and Verdera, as well as certain unaudited pro forma financial information for the Company following the completion of the Transaction on a consolidated basis, after giving effect to the Transaction and the related transaction financing. The following information is presented in Canadian dollars and should be read in conjunction with the financial statements and pro forma financial statements set out in the Schedules hereto and incorporated by reference herein.
Selected Pro Forma Financial Data
(expressed in Canadian Dollars)
| POCML7 as at September 30, 2025 | Verdera as at September 30, 2025 | Pro Forma Adjustments | Pro Forma Consolidation | |||||||||||||
| Cash | $ | 606,725 | $ | 7,250,531 | $ | 19,000,000 | $ | 26,857,256 | ||||||||
| Total Assets | $ | 615,568 | $ | 18,269,425 | $ | 19,000,000 | $ | 37,884,993 | ||||||||
| Total Current Liabilities | $ | 40,882 | $ | 107,234 | - | $ | 148,116 | |||||||||
| Total Long Term Liabilities | Nil | Nil | - | Nil | ||||||||||||
| Total Shareholders’ Equity | $ | 574,686 | $ | 18,162,191 | $ | 19,000,000 | $ | 37,736,877 | ||||||||
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You should carefully consider the following risk factors that may affect our business, future operating results and financial condition, as well as the other information set forth in this prospectus, before making a decision to invest in our securities. If any of the following risks actually occurs, our business, operating results, cash flows, financial condition, and ability to pay dividends could be materially and adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. The risks below are not the only ones we face. Additional risks not currently known to us, or that we currently deem immaterial, may also adversely affect us.
Risk Factors Relating to Company
We have a limited operating history and no history of revenue, which makes it difficult for investors to evaluate our prospects.
We are an Exploration Stage Mining Company with a limited operating history and no history of revenues or profitability. As a result, investors may have difficulty evaluating our business, prospects and likelihood of future success. Our ability to achieve profitability will depend on numerous factors, including the success of our exploration activities, the development of economically viable mineral resources, if any, prevailing commodity prices and our ability to raise additional capital, many of which are outside of our control. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complication and delays frequently encountered in connection with the establishment of any business, particularly those in the junior mineral exploration sector. We will have limited financial resources and there can be no assurance that additional funding will be available to fund further operations or to fulfill our obligations under applicable agreements. Further, there can be no assurance that we will be able to generate revenues, operate profitably, or provide a return on investment, or that we will successfully implement our plans.
We will have incurred losses and expects to continue to incur losses and negative cash flow, which raises substantial doubt about our ability to continue operations without additional financing.
We have incurred losses and negative cash flows since inception and expects to continue to do so for the foreseeable future as we invest in exploration and, if warranted, development and general corporate activities. We will require additional capital to fund our operations and advance our mineral properties. There can be no assurance that we will be able to obtain additional financing on acceptable terms or at all. If we are unable to raise additional capital when needed, we may be required to delay, reduce or eliminate certain exploration or development activities, which could adversely affect our business, financial condition and results of operations.
We may be unable to obtain financing on acceptable terms or at all which may impact our exploration opportunities.
Further exploration of the Crownpoint Project, and any future exploration of other properties in which we hold an interest, will require additional capital, and the amount of capital required may be significant. There can be no assurance that we will be successful in obtaining the required financing for such purposes or for any other purposes, including for general working capital. Our ability to secure any required financing to sustain operations will depend in part upon prevailing capital market conditions and business success. There can be no assurance that we will be successful in our efforts to secure any additional financing on terms satisfactory to our management. If additional financing is raised through the issuance of additional common shares or other securities of the Company, control of the Company may change and shareholders of the Company may suffer dilution. If adequate funds are not available, or are not available on acceptable terms, we may be required to scale back our current business plan or cease operating. Additionally, failure to obtain additional financing could impede our funding obligations, or result in delay or postponement of further business activities, which could adversely affect our business, financial condition and results of operations.
We may seek funding through debt financing which could result in restrictive operating covenants and the potential to lose assets if an event of default occurs, each of which could adversely affect our business, financial condition and results of operations.
From time to time, we may rely on debt financing for a portion of our business activities, including capital and operating expenditures. There can be no assurance that we will be able to comply at all times with any covenants imposed under our debt arrangements, if applicable. Similarly, there can be no assurance that we will be able to secure new financing that may be necessary to finance our operations and capital growth program. Any failure by us to secure financing or refinancing, obtain new financing, or comply with applicable covenants under our debt arrangements could adversely affect our business, financial condition and results of operations. Further, any inability by us to obtain new financing may limit our ability to support or sustain our future growth.
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We are highly dependent on the success of our single material property, the Crownpoint Project, and any failure to advance this project could materially adversely affect our business.
Our future prospects are highly dependent on the successful exploration and potential development of our only material mineral property, the Crownpoint Project. The continued exploration operations and, if warranted, development of mining operations at the Crownpoint Project, will require the commitment of substantial additional resources for capital expenditures and operating expenditures, which may increase in subsequent years as needed, and for consultants, personnel and equipment associated with additional development and mining of the Crownpoint Project. The project is subject to numerous risks, including geological uncertainty, permitting challenges, environmental considerations and changes in market conditions. Any failure to advance the Crownpoint Project could adversely affect our business, financial condition and results of operations.
We are an early state mining company subject to significant risks regarding our ability to continue our plan of operations, explore and, if warranted, develop the Crownpoint Project.
We are in the business of exploration, with the ultimate goal of achieving commercial production or extraction of Uranium. The Crownpoint Project will not have commenced commercial production and we will have no history of earnings or cash flow from our operations. Due to the foregoing, there can be no assurance that we will be able to develop the Crownpoint Project profitably, or that our activities will generate positive cash flow. We are unlikely to enjoy earnings and are not expected to pay dividends in the immediate or foreseeable future. We will have limited cash and other assets. A prospective investor in the Company must be prepared to rely solely upon the ability, expertise, judgment, discretion, integrity and good faith of our management in all aspects of the development and implementation of our business activities.
Our properties do not contain Mineral Reserves under S-K 1300, and our properties, projects and facilities may not be economic at any point in time or at all.
None of our properties contain any known Mineral Reserves. Some or all of our properties, projects and facilities may not be economic for uranium, extraction, recovery or processing at any point in time. Generally, we intend to continue to hold, and in certain cases advance, properties, projects and facilities which may not be economic at any point in time in anticipation of possible future increases in the prices of Uranium, as the case may be. However, in those circumstances, there can be no assurance at any time that such prices will ever, or within a reasonable time period, increase to the levels required to advance those properties or, in the case of projects or facilities on standby, to resume exploration, extraction, recovery or processing activities at those projects or facilities. In the event of depressed commodity prices, we would continue to hold our standby properties, projects and facilities because we believe that prices are likely to rise to such levels within a reasonable time period to justify future production. However, as there is a cost associated with holding and, in some cases, maintaining such properties, projects and facilities on standby during periods of depressed commodity prices, in those circumstances we continuously evaluate, on a case-by-case basis, such costs against the prospects for price increases, and may from time to time sell, drop or reclaim any such properties, projects or facilities.
Mining on properties having no known Mineral Resources or Mineral Reserves is inherently speculative and may not prove to be economic at any point in time or at all.
Mining is an inherently speculative business. There is a possibility that we will not discover Uranium on any or all of our future acquired properties which can be mined or extracted at a profit at any point in time or at all. Even if we do discover and mine such minerals, the deposits may not be of the quality or size necessary for it or a potential purchaser of the property to make a profit from mining it. Few properties that are explored are ultimately developed into producing mines, and mines that are developed may not be profitable. Unusual or unexpected geological formations, geological formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor, as well as all necessary licenses and permits, are just some of the many risks involved in mineral exploration programs and their subsequent development. However, we may elect, now or in the future, to proceed with the extraction of minerals on one or more of those projects without having completed the technical work required to declare a Mineral Reserve. If we are then unable to extract uranium in commercially viable quantities, the capital investment of mining such properties may be lost and could materially impact our business.
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We may not realize any or all of the anticipated benefits from the Crownpoint Project.
The estimates of the potential benefits and growth of the Crownpoint Project are based in part on a valuation of the project that may differ from the actual performance of the Crownpoint Project on a going-forward basis. Achieving the benefits of the Crownpoint Project will depend, in part, on our ability to effectively explore and, if warranted, develop the project. The challenges involved, which may be complex and time-consuming, include the following:
| · | the cost of exploration activities and the results of such exploration activities; |
| · | the ability to locate, hire and retain experienced contractors to allow efficient exploration activities at the project; |
| · | the ability to locate, hire and retain experienced staff for development activities, if warranted, including well drilling and installation; and |
| · | our ongoing relations with the community and property owners in the project area. |
In addition, any benefits that we realize may be offset, in whole or in part, by reductions in revenues, or through increases in other expenses, including costs to achieve the Crownpoint Project’s estimated synergies and growth. Our plans for the Crownpoint Project are subject to numerous risks and uncertainties that may change at any time. There is no assurance that our initiatives will be completed as anticipated or that the benefits we expect will be achieved on a timely basis or at all. It may take longer than expected to achieve the anticipated benefits and growth and there is no guarantee that the Crownpoint Project will reach near-term production. If the Crownpoint Project does not achieve the anticipated benefits and growth or reach near-term production, this may adversely affect our future financial results.
We may experience difficulty in exploiting successful discoveries, including at the Crownpoint Project, which may adversely affect our business, financial condition and results of operations.
It may not always be possible for us to participate in the exploitation of successful discoveries on our properties, including the Crownpoint Project. Such exploitation may involve the need to obtain licenses or clearance from the relevant authorities, which may not be available on a timely basis, or may require conditions to be satisfied and/or the exercise of discretion by such authorities. It may or may not be possible for such conditions to be satisfied, and such conditions may prove uneconomic or impractical. Furthermore, the decision to proceed with further exploration may require the participation of other persons and companies whose interest and objectives may not be consistent with those of the Company. Such further exploitation may also require us to meet or commit to financial obligations that it may not have anticipated or may not be able to commit to due to a lack of funds or an inability to raise funds. Failure to exploit successful discoveries could adversely affect our business, financial condition and results of operations.
There may be defects or disputes relating to the property interests at the Crownpoint Project or our other future property interests.
Defects in or disputes relating to the property interests we hold, including those at the Crownpoint Project, or acquires may prevent us from realizing the anticipated benefits from these interests. Material changes could also occur that may adversely affect the estimate of our management with respect to the carrying value of our property interests, and could result in impairment charges. While we will seek to confirm the existence, validity, enforceability, terms and geographic extent of the interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mineral property and to the documents reflecting the interest. The discovery of any defects in, or any disputes in respect of, our property interests, including in respect of the Crownpoint Project, could adversely affect our business, financial condition and results of operations.
There could be defects in the title to our properties, including at the Crownpoint Project, which could result in us losing our interests in the property or impair the ability of us to conduct activities at the project.
A defect in the chain of title to one of our property interests or necessary for the anticipated development or operation of a particular project to which an interest relates may defeat or impair our claim to a property, which could in turn result in a loss of our interest in respect of that property. In addition, claims by third parties or Indigenous groups may impact our ability to conduct activities on a property in which we hold an interest, to the detriment of our interest. To the extent that we, directly or indirectly, do not have title to a property, we may be required to cease operations or transfer operational control to another party. Certain interests can be contractual in nature, rather than an interest in land, with the risk that an assignment or bankruptcy or insolvency proceedings by an owner of a particular property may result in the loss of any effective interest in such property. Further, even in those jurisdictions where there is a right to record or register interests held by us in land registries or mining recorders offices, such registrations may not necessarily provide any protection to us. As a result, known title defects, as well as unforeseen and unknown title defects, may impact operations at a project in respect of which we have an interest and could adversely affect our business, financial condition and results of operations.
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We could be subject to litigation in relation to ownership of our property interests which could be costly and result in the loss of our interests in the property or payment of damages.
There is a potential that litigation may arise with respect to a property in which we hold an interest (for example, litigation between joint venture partners or between us (or an operator) and original property owners or neighboring property owners), including the Crownpoint Project. Any such litigation that results in the cessation or reduction of production from a property in which we hold an interest (whether temporary or permanent) or the expropriation or loss of rights to such property could adversely affect our business, financial condition and results of operations. As a holder of such interests, we may, in certain circumstances, not have any influence on the litigation and may not have access to data.
We rely upon the reports of third parties in relation to making decisions on the expenditure of funds to explore and, if warranted, develop our properties and on assessing the potential economic viability of our projects. If such third-party reports are inaccurate or incomplete, we could be adversely affected.
We will rely upon third parties to provide analysis, reviews, reports, advice and opinions regarding our properties, including the Crownpoint Project. There is a risk that such analyses, reviews, reports, advice, and opinions in respect of such properties may be inaccurate, in particular with respect to resource estimation, process development and recommendations for products to be produced, as well as with respect to economic assessments, including estimating the capital and operation costs of our project and forecasting potential future revenue streams. Uncertainties are also inherent in such estimations. Such inaccuracies and uncertainties could adversely affect our business, financial condition and results of operations.
We may fail to acquire additional property interests for our future benefit which could adversely impact our operations.
We will seek to acquire additional property interests in the future, subject to our future business and operational goals. In the event that we pursue such opportunities, we may fail to select appropriate acquisition candidates or negotiate acceptable agreements, including arrangements to finance the acquisitions, or to integrate the acquired businesses or their personnel into the business and operations of the Company. There can be no assurance that we will complete any acquisition or business arrangement that we pursue, or that any acquisitions or business arrangements completed will ultimately benefit us.
The mining industry is intensely competitive and we may fail to compete with larger, better financed competitors, which could adversely affect our business, financial condition and results of operations.
Many companies are engaged in the search for and the acquisition of mineral interests, including property interests, and there is a limited supply of desirable mineral interests. The mineral exploration and mining businesses are competitive in all phases. Many companies are engaged in the acquisition of mineral interests, including large, established companies with substantial financial resources, operational capabilities and long earnings records. We may be at a competitive disadvantage in acquiring those interests, whether by way of property or other form of investment, as competitors may have greater financial resources and technical staff. There can be no assurance that we will be able to compete successfully against other companies in acquiring new properties or other interests. In addition, we may be unable to acquire properties or other interests at acceptable valuations, which could adversely affect our business, financial condition and results of operations.
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The uranium industry is highly competitive, and we may not be successful in acquiring additional contracts and projects.
The national and international uranium industry is highly competitive. We intend to market uranium to utilities in direct competition with supplies available from a relatively small number of mining companies, from excess inventories, including inventories made available from the decommissioning of nuclear weapons, from reprocessed uranium and plutonium derived from used reactor fuel and from the use of excess enrichment capacity to re-enrich depleted uranium tails. Our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional, national or worldwide basis. Any failure in the expected level of demand for our uranium to materialize as a result of competition could have a material adverse effect on our business, results of operations, financial condition, cash flow and liquidity.
Nuclear energy competes with other sources of energy and other sources of energy may results in a lower demand for uranium concentrate, which could adversely impact our business
Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydroelectricity. These other energy sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates, which could have a material adverse effect on our business, results of operations, financial condition, cash flows and liquidity. Technical advances in, and government support and subsidies for, renewable energy sources could make these forms of energy more viable and have a greater impact on nuclear fuel demands.
Furthermore, growth of the uranium and nuclear power industry will depend upon continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. The nuclear incident that occurred in Japan in March 2011 had significant and adverse effects on both the nuclear and uranium industries. If another nuclear incident were to occur, it could impact the continuing acceptance of nuclear energy and the future prospects for nuclear power generation, including causing governments of certain countries to further increase regulation for the nuclear industry, reduce or abandon current reliance on nuclear power or reduce or abandon existing plans for nuclear power expansion. Any of the foregoing has the potential to reduce current and/or future demand for nuclear power, resulting in lower demand for uranium and lower market prices for uranium, which could have a material adverse effect on our business, results of operations, financial condition, cash flows and liquidity.
Our operations are sensitive to the market price of uranium, which may be volatile.
Our future revenues will be directly related to the prices of uranium as our revenues will be derived from uranium mining. Our financial condition, results of operations, earnings and operating cash flows will be significantly affected by the market price of uranium, which is cyclical and subject to substantial short and long-term price fluctuations. Among other factors, uranium prices also affect the value of our Mineral Resources, as well as the market price of our common shares.
Uranium prices are and will continue to be affected by numerous factors beyond our control. Such factors include, among others, the demand for nuclear power; political and economic conditions in uranium producing and consuming countries such as Canada, the United States, Russia and other former Soviet Republics; reprocessing of used reactor fuel and the re-enrichment of depleted uranium tails; sales of excess civilian and military inventories (including from the dismantling of nuclear weapons) by governments and industry participants; and production levels and costs of production in countries such as Russia and former Soviet republics, Africa and Australia; international wars or conflicts (including Russia’s military invasion of Ukraine); geopolitical developments (including trading and tariff arrangements, sanctions and cybersecurity attacks), terrorism, natural disasters and public health epidemics or pandemics. The extent and duration of such events and resulting market disruptions cannot be predicted but could be substantial and could magnify the impact of other risks to the Company. These and other similar events could adversely affect the United States and foreign financial markets and lead to increased market volatility.
If, after the commencement of commercial production, the uranium price falls below the costs of production at our mines for a sustained period, it may not be economically feasible to continue production at such sites. This would materially and adversely affect production, profitability and our results of operation and financial position. A decline in the uranium price may also require us to write down our Mineral Resources, which would have a material adverse effect on our earnings and profitability.
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Future acquisitions by us may adversely impact our resources and management’s focus on our material properties, which could adversely affect our business, financial condition and results of operations.
We may seek to grow by acquiring companies and/or assets or establishing new joint ventures that we believe will complement our future business. There are risks inherent in such activities. Specifically, there could be unknown or undisclosed risks or liabilities of such companies for which we are not sufficiently indemnified. Any such unknown or undisclosed risks or liabilities could adversely affect our business, financial condition and results of operations. We may not effectively select acquisition candidates, negotiate or finance acquisitions or integrate the acquired businesses and their personnel or acquire assets for our business. We could encounter additional transaction and integration related costs or experience an impact to our operations or results of operation as a result of the failure to realize all of the anticipated benefits from such acquisitions or partnerships, or an inability to successfully integrate such acquisitions or partnerships as anticipated. As a result of integration efforts, we may experience interruptions in our business activities, costs of integration and harm to our reputation, all of which could adversely affect our business, financial condition and results of operations. We may also experience difficulties in combining corporate cultures, maintaining employee morale and retaining key employees. The integration of any acquired company may also impose substantial demands on our management. There is no assurance that such acquisitions will be successfully integrated in a timely manner or without additional expenses incurred. In general, there can be no assurance that we will be able to complete any acquisition or partnership we pursue on favorable terms, or that any acquisitions or partnerships completed will ultimately benefit our business and operations.
Mineral exploration is highly speculative and involves substantial risk that our properties will contain commercial quantities of minerals.
Exploration for minerals is a speculative venture involving substantial risk. There is no certainty that the expenditures made by us, directly or indirectly, in any given property in which we hold an interest, including the Crownpoint Project, will result in discoveries of commercial quantities of minerals. If mineable deposits are discovered, substantial expenditures will be required to establish mineral reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction. Although substantial benefit may be derived from the discovery of a major deposit, no assurance can be given that resources will be discovered on any given property in which we hold an interest in sufficient quantities to justify commercial operations, or that we will obtain funding required for the development of such properties on terms acceptable to us, or at all.
We may be unable to attract and retain qualified management.
We will be dependent upon the continued availability and commitment of our key management personnel, whose contributions to our operations will be of significant importance. The loss of any such key management personnel could negatively affect our business operations. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. In addition, we are expected to from time to time retain third-party specialized technical personnel to assess and execute on potential business and operational opportunities. These individuals may have conflicts of interest or scheduling conflicts, which may delay or inhibit our ability to employ such individuals' expertise in a timely manner. Our ability to recruit and retain qualified personnel will be critical to our success and there can be no assurance that we will be able to recruit and retain such personnel. In the event that we are not successful in recruiting and/or retaining qualified personnel, our ability to execute our business model and growth strategy could be affected, which could adversely affect our business, financial condition and results of operations.
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We depend on key personnel, and our success will depend on our continued ability to retain and attract such qualified personnel.
We are dependent on the services of key management personnel, including Janet Lee-Sheriff and Scott Davis. The loss of any of these key personnel, if not replaced, could have a material adverse effect on our business and operations. We do not currently have or expect to obtain in the near future key-person insurance on these individuals.
Timely availability and training, strong retention rates of staffing and timely retention of contractors cannot be assured in our industry, many aspects of which are highly specialized. This is particularly true in the current labor markets in which we recruit employees and contractors, including where we compete with higher paying energy jobs, and because of the remote locations for which employees and contractors are needed. The skilled professionals with expertise in geologic, engineering and process aspects of uranium ISR, radiation safety and other facets of our business are currently in high demand, as there are relatively few professionals with both expertise and experience.
Certain of our officers and directors serve as directors or officers of other mineral resource exploration companies, which could result in a conflict of interest.
Some of our directors and officers serve, and may in the future serve, as directors or officers of, or have significant shareholdings in, other companies involved in mineral resource exploration, development and production. To the extent that such other companies may engage in transactions or participate in the same ventures in which we participate, or in transactions or ventures in which we may seek to participate, our directors and officers may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. Such conflicts of the directors and officers could adversely affect our business, financial condition and results of operations.
Our directors and officers are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and the laws requiring disclosure by directors and officers of conflicts of interest. We rely upon such laws in respect of any such conflict of interest or in respect of any breach of duty by any of our directors or officers. All such conflicts are required to be disclosed by such directors or officers in accordance with the BCBCA and our directors are expected to govern themselves in respect thereof in accordance with the obligations imposed upon them by law.
We have discretion in the use of available funds which could differ significantly from the expectations of management as stated in this prospectus. The determination to allocate available funds in a manner that is ineffective could have a material adverse effect on our operating and financial results.
We currently intend to use our available funds as described in this prospectus. However, our management and board of directors will have discretion in the actual application of the available funds and may elect to allocate them differently from that described in this prospectus, if they believe it would be in our best interests to do so. Shareholders may not agree with the manner in which our management and/or board of directors chooses to allocate and spend the available funds. Any failure by our management and/or board of directors to apply these funds effectively could have a material adverse effect on our operating and financial results.
We may be subject to litigation and other legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future which may result in litigation.
We may be subject to litigation and other legal proceedings arising in the normal course of business and may be involved in disputes with other parties in the future, which may result in litigation. The causes of potential future litigation and legal proceedings cannot be known and may arise from, among other things, business activities, environmental laws, permitting and licensing activities, volatility in share prices or failure to comply with disclosure obligations. The results of litigation and proceedings cannot be predicted with certainty and may include potential injunctions pending the outcome of such litigation and proceedings. If we are unable to resolve these disputes favorably, it may have a material adverse impact on our financial performance, cash flow and results of operations. Securities class-action litigation often has been brought against companies in periods of volatility in the market price of their securities and following major corporate transactions or mergers and acquisitions. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.
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Changes in general business and economic conditions could materially adversely affect our growth and profitability.
Our future performance will be affected by a range of economic, competitive, governmental, operating and other business factors, many of which cannot be controlled, such as general economic and financial conditions in the industry or the economy at large. Many industries, including the uranium mining industry, are impacted by global market conditions. Some of the key impacts of previous financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and mineral markets and a lack of market liquidity. A slowdown in the financial markets or other economic conditions, including, but not limited to, consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, changes in interest rates and changes in tax rates may adversely affect our growth and profitability potential.
Risks related to the Mining Industry
Mineral exploration and development are speculative and inherently risky, and we may never discover economically recoverable mineral resources.
Mineral exploration and development involve a high degree of risk and uncertainty and require significant expenditures over extended periods of time. The likelihood of discovering economically recoverable mineral resources is uncertain, and there can be no assurance that our exploration programs will be successful. Even if mineral resources are discovered, they may not be economically viable due to factors such as commodity prices, extraction costs, permitting requirements and environmental considerations.
We have not commenced commercial production on any of our mineral properties and may never generate revenues or achieve profitability.
The business of exploration for minerals involves a high degree of risk. Few properties that are explored are ultimately developed into producing mines. There is no assurance that the exploration programs on our current or future mineral properties will result in the discovery of new resources or lead to the development of a commercially viable orebody.
Development of our properties will be subject to numerous risks, including, but not limited to, delays in obtaining equipment, material and services essential to developing the projects in a timely manner; changes in environmental or other government regulations; currency exchange rates; labor shortages; and fluctuation in metal prices. Furthermore, the economic feasibility of developing a mineral project is based on many factors such as estimation of mineral reserves, tonnage and grade, anticipated metallurgical recoveries, environmental considerations and permitting, future metal prices and anticipated capital and operating costs of these projects, and it is possible that actual capital and operating costs and economic returns will differ significantly from those estimated for a project prior to production.
Our mineral properties have no operating history upon which estimates of future projection and cash operating costs can be based. Estimates of mineral resources, proven and probable mineral reserves and cash operating costs are, to a large extent, based upon the interpretation of geologic data obtained from drill holes and other sampling techniques. The results of feasibility studies that derive estimates of capital and operating costs based upon the quantity, grade and configuration of mineral reserves as well as the expected recovery rates of metals from the mineralized material, are subject to change. As a result, it is possible that actual capital and operating costs and economic returns will differ significantly from those currently estimated for a project prior to development or operation. The remoteness and restrictions on access of certain of the properties in which we have an interest could have an adverse effect on profitability in that infrastructure costs would be higher. There are also physical risks to the exploration personnel working in the rugged terrain, often in poor climate conditions, which can be abated through safety training, adherence to high safety standards and the use of modern communication technologies.
With all mineral operations there is uncertainty and, therefore, risk associated with operating parameters and costs resulting from the scaling up of extraction methods tested in laboratory conditions. Development of a mineral property does not assure a profit on the investment or recovery of costs. In addition, extraction hazards or environmental damage could greatly increase the cost of operations, and various operating conditions may adversely affect the production from mineral properties. These conditions include delays in obtaining governmental approvals or consents, insufficient transportation capacity or other geological, geotechnical and mechanical conditions. While diligent supervision and effective maintenance operations can contribute to maximizing production rates over time, production delays from normal operating conditions cannot be eliminated and can be expected to adversely affect revenue and cash flow levels to varying degrees.
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We are subject to the risks and hazards normally encountered by companies in the mineral exploration and extraction industry.
Our business is subject to a number of risks and hazards, including environmental hazards; industrial accidents; labor disputes; catastrophic accidents; fires; blockades or other acts of social activism; changes in the regulatory environment; impact of non-compliance with laws and regulations or the implementation of new laws and regulations; natural phenomena, such as inclement weather conditions, underground floods, earthquakes, pit wall failures, ground movements, tailings pipeline and dam failures and cave-ins; and encountering unusual or unexpected geological conditions and technological failure of mining methods.
In addition, success in exploration is dependent on a number of factors including the quality of management, quality and availability of geological expertise and the availability of exploration capital. Major expenses may be required to establish reserves by drilling, constructing mining or processing facilities at a site, developing metallurgical processes and extracting uranium from ore.
There is no assurance that the foregoing risks and hazards will not occur or will not result in damage to, or destruction of, our properties and assets, personal injury or death, environmental damage, delays in or interruption of or cessation of production from the properties or impairment of our exploration or development activities or in unsuccessful exploration, which could result in unforeseen costs, monetary losses and potential legal liability and adverse governmental action, all of which could have an adverse impact on our future cash flows, earnings, results of operations and financial condition.
Economic extraction of minerals from uranium deposits may not be commercially viable.
Whether a uranium deposit will be commercially viable depends on a number of factors, including the particular attributes of a deposit, such as its size and grade; costs and efficiency of the recovery methods than can be employed; proximity to infrastructure; financing costs; and governmental regulations, including regulations relating to prices, taxes, royalties, infrastructure, land use, worker health and safety, importing and exporting of commodities and environmental protection. The effect of these factors, either alone or in combination, cannot be accurately predicted and their impact may result in us not being able to economically extract minerals from any identified mineral resource.
Estimates of mineral resources are inherently uncertain and may not accurately reflect the economic viability of our properties.
There can be no assurance that if any mineralization is identified, whether on the Crownpoint Project or any other mineral property in which we may acquire an interest, it will be developed into a coherent mineral deposit, or that such deposit will qualify as a commercially viable and mineable ore body that can be legally and economically exploited. Estimates regarding mineralized deposits may also be affected by factors such as permit regulations and requirements, weather and environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grades and tonnages of ore ultimately mined may differ from that indicated by drilling results and other exploration and development work. There can be no assurance that test work and results conducted and recovered in small-scale laboratory tests will be duplicated in large- scale tests under on-site conditions. Material changes in mineralized tonnages, grades, dilution and stripping ratios or recovery rates may affect the economic viability of projects. The existence of mineralization or mineralized deposits should not be interpreted as assurances of the future delineation of ore reserves or the profitability of any future operations of the Company.
Shortages of drilling contractors, drilling supplies or other key materials could adversely affect our operations.
The drilling services and solutions business is highly cyclical. During periods of increased demand for drilling services and solutions and periods of supply chain disruption, delays in availability and shortages of drilling contractors and drilling supplies can occur, and it can impact our ability to execute our exploration activities according to our business plans. Additionally, suppliers may seek to increase prices for equipment, supplies, and services, which we are unable to pass through to our customers. Further, certain key rig components, parts and equipment are also either purchased from, fabricated or serviced by a limited number of vendors, which, in some cases, may be thinly capitalized and disproportionately affected by any loss of business, downturn in the energy industry, supply chain disruptions, or reduction or availability of credit. The failure of one or more third-party suppliers, manufacturers or service providers to provide equipment, components, parts or services, whether due to capacity constraints, labor shortages or other labor-related difficulties, production or delivery disruptions, price increases, quality control issues, recalls or other decreased availability of parts and equipment, is beyond our control and could materially disrupt our operations or result in the delay, renegotiation or cancellation of drilling contracts, thereby causing a loss of contract drilling backlog and/or revenues to it, as well as an increase in operating costs. If we are not able to effectively manage these disruptions and delays in the future, they could have a material adverse effect on our business, financial condition and results of operations.
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Projects may not advance or achieve production if key permits are not obtained or retained.
The advancement of mineral properties through exploration to commercial operation normally requires securing and maintaining key permits and/or licenses (collectively, the “permits”) from regulatory or governmental authorities. While we have used reasonable best efforts into securing the permits necessary to advance our properties according to the policies and guidelines applicable to each permit, approval of permits rests solely with the governing agency and is outside of our control. In addition to the statutory and regulatory processes, there are other intangible factors, such as limited agency staffing due to budgetary and staff turnover that can impact permit and license reviews and approvals.
The requirements for obtaining a RML for our mineral properties in the United States allows for public participation. Third parties may object to the issuance of RMLs and/or permits required by us, which may significantly delay our ability to obtain an RML and/or permit. Also, insufficient or insufficiently trained staffing at regulatory agencies may delay the issuance of required permits and licenses. Generally, public objections can be overcome through the procedures set forth in the applicable permitting legislation; however, significant financial resources and managerial resources are required through this process. In addition, the various regulatory agencies must allow and fully consider the public objections/comments according to such procedures set out in the applicable legislation and there can be no assurance that we will be successful in obtaining an RML and/or permit, which could have a material adverse effect on the viability of a project.
Native American tribes may be involved in the permitting process, which could cause delays or increased expenses.
Certain of our mineral properties are located within the boundaries of Native American lands or other property interests that are controlled or owned by Native Americans under the jurisdiction of the United States federal government. Under Federal legislation, historic cultural properties of religious significance that can be identified are to be avoided or activities are to be mitigated such that the essential nature of the properties is not lost to a culture. Throughout the western United States, Native American tribes have had historical relationships with properties that are now owned by private parties, the federal government or state governments. In any federal permitting action on these properties, the agency involved is required to make an effort to communicate with Native American tribes to determine any areas of traditional cultural significance, which involves “government to government” discussions with the potentially affected Native American tribes; therefore, delays in permitting may occur through this process. In the event that traditional cultural properties are identified within a project area, we and the agency must determine the best method of development to ensure that disturbances are minimized or mitigated, which could be costly and have an adverse impact on our future cash flows earnings, results of operations and financial condition.
Opposition to mining may disrupt our business activities.
In recent years, governmental agencies, non-governmental organizations, individuals, communities and courts have become more vocal and active with respect to their opposition to certain mining and business activities, including with respect to production and uranium recovery at our facilities. This opposition may take on forms such as road blockades, vandalism, threats and/or slander, applications for injunctions seeking to cease certain construction, development, extraction, mining and/or milling or recovery activities, refusals to grant access to lands or to sell lands on commercially viable terms, lawsuits for damages or to revoke or modify licenses and permits, issuances of unfavorable laws and regulations, changes in regulatory attitudes and interpretations and other rulings contrary to or otherwise harming our interests. These actions can occur in response to current activities or in respect of mines or facilities that are decades old. In addition, these actions can occur in response to our activities or the activities of other unrelated entities. Opposition to our activities may also result from general opposition to nuclear energy and mining. Opposition to our business activities are beyond our control. Any opposition to our business activities may cause a disruption to our business activities and may result in increased costs and delays, which could have a material adverse effect on our business and financial condition.
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Permits received are subject to expiration and may not be able to obtain, maintain or amend rights, authorizations, licenses, permits or consents required for our operations.
Our exploration and mining activities will be dependent upon the grant of appropriate rights, authorizations, licenses, permits and consents, as well as continuation and amendment of these rights, authorizations, licenses, permits and consents already granted to us, which may be granted for a defined period of time, or may not be granted or may be withdrawn or made subject to limitations. There can be no assurance that all necessary rights, authorizations, licenses, permits and consents will be granted to us, or that authorizations, licenses, permits and consents already granted will not be withdrawn or made subject to limitations.
Permits granted by the jurisdictions in which we will operate are typically issued with an expiry date requiring us to undertake certain activities within a given time frame in order for the permit to remain valid. While we anticipate making every reasonable attempt to satisfy the terms and conditions of the permits we are granted, there can be no assurance that unforeseen circumstances may prevent us from doing so, and permits received may expire, which could have an adverse impact on our future cash flows, earnings, results of operations and financial condition.
We may not obtain or maintain valid title to our mineral properties, which could result in the loss of property interests or delays in exploration and development.
Our mineral properties may be subject to risks relating to title defects, competing claims and regulatory requirements. Although we believe that we hold or have the right to acquire valid title to our mineral properties, there can be no assurance that title disputes or challenges will not arise. Any such disputes could result in the loss of property rights, significant delays in exploration or development activities or substantial costs to resolve such disputes.
We may be unable to obtain additional financing on acceptable terms, which could limit our ability to execute our business strategy.
The development of mineral properties requires substantial capital investment. Our future funding requirements will depend on numerous factors, including the scope and results of our exploration activities, prevailing market conditions and commodity prices. There can be no assurance that we will be able to obtain additional financing when needed or on acceptable terms. Any inability to secure financing could materially adversely affect our ability to carry out our business plan.
The uranium industry is subject to numerous stringent laws, regulations and standards, including environmental protection laws and regulations. If any changes occur that would make these laws, regulations and standards more stringent, we may require capital outlays in excess of those anticipated or cause substantial delays, which would have a material adverse effect on our operations.
Our current and future mining operations and exploration and development activities, particularly uranium mining, are subject to laws and regulations at the federal, state and local level governing worker health and safety, employment standards, mine development, mine safety, exports, imports, taxes and royalties, waste disposal, toxic substances, land claims of indigenous peoples, protection and remediation of the environment, mine decommissioning and reclamation, transportation safety and emergency response and other matters. Each jurisdiction in which we have properties regulates mining activities. It is possible that future changes in applicable laws and regulations or changes in their enforcement or regulatory interpretation could result in changes in legal requirements or in the terms of existing permits, licenses and approvals applicable to us or our projects, which could have a material and adverse impact on our planned projects.
We are also subject to various reclamation and other bonding requirements under federal, state, provincial or local air, water quality and mine reclamation rules and permits. Although we have made provision for reclamation costs, there is no assurance that these provisions will be adequate to discharge our obligations for these costs. Environmental and employee health and safety laws and regulations have tended to become more stringent over time. Any changes in such laws or in the environmental conditions at our properties could have a material adverse effect on our financial condition, cash flow or results of operations.
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Failure to comply with applicable environmental and health and safety laws can result in injunctions, damages, suspension or revocation of permits and the imposition of penalties. There can be no assurance that we have been or will be at all times in complete compliance with such laws, regulations and permits, or that the costs of complying with current and future environmental and health and safety laws and permits will not adversely affect our business, results of operations, financial condition or prospects.
Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies, and any change in these regulations or policies may have a negative impact on our business or financial condition.
Mineral exploration and the development of mines and related facilities is contingent upon governmental approvals, licenses and permits which are complex and time consuming to obtain and which, depending on the location of the project, involve multiple governmental agencies. The receipt, duration, amendment or renewal of such approvals, licenses and permits are subject to many variables outside our control, including inadequate agency staff experience, inability of governmental agencies to process licenses and permits in a timely manner, reduced agency staff capacity, potential legal challenges from various stakeholders such as environmental groups, non-governmental organizations, aboriginal groups or other claimants. The costs and delays associated with obtaining necessary approvals, licenses and permits and complying with these approvals, licenses and permits and applicable laws and regulations could stop or materially delay or restrict us from proceeding with the development of an exploration project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or approvals, licenses or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations, or material fines, penalties or other liabilities.
Where required, obtaining necessary permits to conduct exploration or mining operations can be a complex and time consuming process, and we cannot assure whether any necessary permits will be obtainable on acceptable terms, in a timely manner or at all.
Insurance may not be available to cover the gamut of risks associated with mineral exploration, development and mining.
The mining industry is subject to significant risks that could result in damage to or destruction of property and facilities, personal injury or death, environmental damage and pollution, delays in production, expropriation of assets and loss of title to mining claims. No assurance can be given that insurance to cover the risks to which our activities are subject will be available at all or at commercially reasonable premiums. We currently maintain insurance within ranges of coverage that we believe to be consistent with industry practice for companies of a similar stage of development and we anticipate continuing such coverage.
We will utilize novel mining methods for production at our properties, which may not yield anticipated results.
We will focus on the ISR mining method for production at our properties. While studies completed to date indicate that ground conditions and the mineral resources estimated to be contained on the Crownpoint Project, and the project is amenable to extraction by way of ISR, actual conditions could be materially different from those estimated based on the technical studies completed to-date. While industry best practices have been utilized in the development of our estimates, actual results from the application of the ISR mining method may differ significantly. We will need to complete substantial additional work to further advance and/or confirm our current estimates for the use of the ISR mining method on our properties. As a result, it is possible that current estimates may not be achieved on any of our mining properties, which could adversely affect our operations and financial condition.
We are subject to technical innovation and obsolescence.
Requirements for our products and services may be affected by: technological changes in nuclear reactors, enrichment and used uranium fuel reprocessing. These technological changes could reduce the demand for our anticipated products and services and/or increase the supply of competitive products and services. The cost competitiveness of our operations may be impacted through the development and commercialization of other mining, milling, processing and other technologies. As a result, our competitors may adopt technological advancements that give them an advantage over us or that reduce the demand for our products and services or make them obsolete.
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Since there is no liquid public market for uranium, selling uranium may take extended periods of time and suitable purchasers may be difficult to find, which could have a material adverse effect on our financial condition.
There is no liquid public market for the sale of uranium. The uranium futures market on the Chicago Mercantile Exchange does not provide for physical delivery of uranium, only cash on settlement.
We may not be able to, once produced, sell uranium at a desired price level for a number of weeks or months. The pool of potential purchasers or sellers is limited, and each transaction may require the negotiation of specific provisions. Accordingly, a sale cycle may take several weeks or months to complete. If we are determined to sell any physical uranium that we have produced, we may likewise experience difficulties in finding purchasers that are able to accept a material quantity of physical uranium.
We also intend to hold physical uranium for long-term investment. During this term, the value of our uranium holdings will fluctuate and accordingly we will be subject to losses should we ultimately determine to sell the uranium at prices lower than the acquisition cost. In addition, we may incur income statement losses, should uranium prices decrease or foreign exchange rates fluctuate unfavorably in future financial periods. We may be required to sell a portion or all of the physical uranium accumulated to fund our operations should other forms of financing not be available to fund our capital requirements, which could result in losses and adversely affect our operations and financial condition.
The ability to sell and profit from the sale of any eventual acquired uranium or mineral production from a property will be subject to the prevailing conditions in the applicable marketplace at the time of sale. The demand for uranium and other minerals is subject to global economic activity and changing attitudes of consumers and other end-users’ demand. The inability to sell on a timely basis in sufficient quantities at favorable prices could have a material adverse effect on us.
Global demand for uranium is subject to government regulation and policies, including international trade restrictions.
The international nuclear fuel industry, including the supply of uranium concentrates, is relatively small compared to other minerals, and is generally highly competitive and heavily regulated.
Worldwide demand for uranium is directly tied to the demand for electricity produced by the nuclear power industry, which is also subject to extensive government regulation and policies. In addition, the international marketing of uranium is subject to governmental policies and certain trade restrictions. For example, the war in Ukraine has resulted in impacts to the nuclear fuel industries and uranium producers, through the imposition of sanctions and counter sanctions, which has an adverse effect on energy and economic markets, including the nuclear fuel industries because of the vast reliance by the United States and other nations on uranium products exported from Russia and Russian-controlled or influenced sources. In addition, the conflicts in the Middle East, and other geopolitical tensions, including between the United States and China, also make it difficult to assess and predict the impact to the economy, supply disruption, increased prices of materials, and cyber-security threats.
In general, trade agreements, governmental policies and/or trade restrictions are beyond the control of the Company and may affect the supply of uranium available for use in markets like the United States and Europe, which are currently the largest markets for uranium in the world. Similarly, trade restrictions or foreign policy have the potential to impact the ability to supply uranium to developing markets, such as China and India. If substantial changes are made to regulations affecting the global marketing and supply of uranium, our business, financial condition and results of operations may be materially adversely affected.
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Imports from state-owned enterprises may continue to challenge the U.S. uranium industry.
Notwithstanding other recent favorable market events and pricing, the global uranium market continues to be characterized by production levels and sales priced in and for countries such as Russia, Kazakhstan and Uzbekistan which adversely affect the U.S. uranium production industry. China continues to expand its role in the global uranium mining markets and in the rest of the nuclear fuel cycle, including with effects felt in the U.S. Additionally, the extent of foreign inventories in some instances remains uncertain. If U.S. imports from government-subsidized production sites resume beyond demand capacity, there could be a significant negative impact to the uranium market which could adversely impact our future profitability.
Possible amendments to the general mining law could make it more difficult or impossible for us to execute our business plan.
Members of the U.S. Congress have repeatedly introduced bills which would supplant or alter the provisions of the United States Mining Law of 1872, as amended (the “General Mining Law”). Such bills have proposed, among other things, to (i) either eliminate or greatly limit the right to a mineral patent; (ii) significantly alter the laws and regulations relating to uranium mineral development and recovery from unpatented and patented mining claims; (iii) impose a federal royalty on production from unpatented mining claims; (iv) impose time limits on the effectiveness of plans of operation that may not coincide with mine or facility life; (v) impose more stringent environmental compliance and reclamation requirements on activities on unpatented mining claims; (vi) establish a mechanism that would allow states, localities and Native American tribes to petition for the withdrawal of identified tracts of federal land from the operation of the US. General Mining Law; and (vii) allow for administrative determinations that mining or similar activities would not be allowed in situations where undue degradation of the federal lands in question could not be prevented. If enacted, such legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop locatable Mineral Resources on our patented and unpatented mining claims. Although it is impossible to predict at this point what any legislated royalties might be, enactment could adversely affect the potential for construction and development and the economics of existing operating mines and facilities. Passage of such legislation could adversely affect our financial performance.
The EPA has in recent years announced an intention to propose new rules that, if promulgated, could result in increases in mine surety arrangements to cover currently non-existing and unidentified potential future environmental costs, which could severely impact or render infeasible many existing or prospective mining operations. The EPA dropped this proposal after considering comments received during the public participation process. Nevertheless, there is a risk that similar regulations could be proposed in the future, which could have significant impacts on us and the mining industry as a whole.
Our operations on U.S. federal lands may be impacted by mineral withdrawals or the designation of national monuments by the U.S. President or government, either of which could have significant impacts on us and our operations, as well as by other factors.
Mining claims on U.S. federal lands are subject to mineral withdrawals by the federal government or the designation of national monuments by the President of the U.S. under the Antiquities Act of 1906. In both cases, the withdrawal or the designation of a national monument withdraws the area from location and entry under the General Mining Law (defined below), subject to valid existing rights. What this means is that no new mining claims may be filed on the withdrawn or designated lands and no new plans of operations may be approved, other than plans of operations on mining claims that were valid at the time of withdrawal or designation and that remain valid at the time of plan approval. Whether or not a mining claim is valid must be determined by a mineral examination conducted by BLM. The mineral examination, which involves an economic evaluation of a project, must demonstrate the existence of a locatable mineral resource and that the mineral resource constitutes discovery of a valuable mineral deposit. Any future withdrawal of mineral lands from location and entry or future designation of additional national monuments has the potential to prevent further development on exploration stage claims held by us in the affected area as well as the potential for us to lose the ability to continue to develop mining operations on other claims in the affected area if a mineral examination indicates the deposit is uneconomical and that the claim is not valid, either of which could have significant impacts on us.
The risks of exchanges of state-owned lands in mineral withdrawal areas or national monuments for federal lands outside the withdrawal area or national monument but that are within the boundaries of and affect any of our properties, or similar actions, could adversely impact our affected properties or our ability to operate our affected properties.
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Risks Related to Taxation
Dividends, if ever paid, on our common shares are subject to Canadian withholding tax.
It is currently not anticipated that we will pay any dividends on our common shares in the foreseeable future. Dividends received by shareholders who are residents of the United States will be subject to Canadian withholding tax. Any dividends may not qualify for a reduced rate of withholding tax under the Canada-U.S. Tax Treaty. For U.S. federal income tax purposes, a U.S. Holder may elect for any taxable year to receive either a credit or a deduction for all non-U.S. income taxes paid by the holder during the year. Dividends paid on the common shares will be treated as non-U.S. -source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Subject to certain limitations, a U.S. Holder should be able to take a deduction for the U.S. Holder’s Canadian tax paid, provided that the U.S. Holder has not elected to credit other non-U.S. taxes during the same taxable year.
Dividends received by Non-U.S. Holders who are not residents of Canada for purposes of the Tax Act will be subject to Canadian withholding tax. These dividends may qualify for a reduced rate of Canadian withholding tax under any income tax treaty otherwise applicable to our shareholders, subject to examination of the relevant treaty.
Each shareholder should seek tax advice, based on such shareholder’s particular facts and circumstances, from an independent tax advisor.
Changes in tax laws may affect us and our shareholders.
There can be no assurance that our Canadian and U.S. federal income tax treatment or an investment in the common shares will not be modified, prospectively or retroactively, by legislative, judicial or administrative action, in a manner adverse to us or our shareholders. In recent years, many changes to U.S. federal income tax laws have been proposed and made, and additional changes to U.S. federal income tax laws are likely to continue to occur in the future.
The U.S. Congress is currently considering numerous items of legislation which may be enacted prospectively or with retroactive effect, which legislation could adversely impact our investors, our financial performance and the value of our common shares. For example, on July 4, 2025, the President of the United States signed into law a new tax bill commonly referred to as “One Big Beautiful Bill Act” which may affect the U.S. federal income tax considerations applicable to certain investors in our common shares. The likelihood of other similar legislation being enacted is uncertain, and the provisions of such bill or other similar legislation may change prior to enactment. Investors are urged to consult their own tax advisors regarding the potential application of the proposed legislation with respect to their ownership of our common shares.
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We may be as a “passive foreign investment company”, which may have adverse U.S. federal income tax consequences for U.S. Holders.
U.S. Holders should be aware that they may be subject to certain adverse U.S. federal income tax consequences in the event that we are classified as a “PFIC” (as defined below in “Material United States Income Tax Considerations – Receipt of the Special Distribution – Passive Foreign Investment Company Rules”) within the meaning of Section 1297(a) of the Code for U.S. federal income tax purposes. We believe that we were classified as a PFIC for our most recently completed tax years, and based on current business plans and financial expectations, we expect that we may be classified as a PFIC for our current tax year and may be classified as a PFIC for subsequent tax years. If we are a PFIC for any year during a U.S. Holder’s holding period of the common shares, then such U.S. Holder generally will be required to treat any gain realized upon a disposition of our common shares or any so-called “excess distribution” received on our common shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution. In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. Holder. Subject to certain limitations, these tax consequences may be altered if a U.S. Holder makes a timely and effective “QEF Election” (as defined below in “Material United States Income Tax Considerations – Receipt of the Special Distribution – Passive Foreign Investment Company Rules”) or a “Mark-to-Market Election” (as defined below in “Material United States Income Tax Considerations – Receipt of the Special Distribution – Passive Foreign Investment Company Rules”). A U.S. Holder that makes a timely and effective QEF Election generally must report on a current basis its share of our net capital gain and ordinary earnings for any year in which we are a PFIC, whether or not we distribute any amounts with respect to our common shares. However, U.S. Holders should be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a qualified electing fund, or that we will supply U.S. Holders with information that such U.S. Holders require to report under the QEF Election rules, in the event that we are a PFIC and a U.S. Holder wishes to make a QEF Election. Thus, U.S. Holders may not be able to make a QEF Election with respect to us or any of our non-U.S. subsidiaries. A U.S. Holder who makes the Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of our common shares over the taxpayer’s adjusted tax basis therein. This paragraph is qualified in its entirety by the discussion below under the heading “Material United States Federal Income Tax Considerations – Receipt of the Special Distribution – Passive Foreign Investment Company Rules”. Each U.S. Holder should consult its own tax advisor regarding the tax consequences of the PFIC rules and the ownership and disposition of our common shares.
Risk Factors Relating to Our Common Shares
There may be no active trading market for our common shares, which could limit shareholders’ ability to sell their shares.
Our common shares are currently trading on the TSXV. However, there can be no assurance that an active and liquid market for our common shares will develop or be maintained. If an active public market does not develop or is not maintained, our shareholders may have difficulty selling the common shares that such shareholders acquire.
The market price of our common shares may be volatile, which could result in substantial losses for investors.
The market price of our common shares may fluctuate significantly due to a variety of factors, including developments relating to our business, changes in commodity prices, general market conditions and the release of financial results. As a result, investors could lose all or part of their investment.
We may issue additional equity securities, which could dilute existing shareholders and reduce per-share value.
We may issue equity securities and or securities convertible into equity securities to finance our proposed activities, including to finance acquisitions. In the event that we issue additional equity securities, the ownership interest of the shareholders of the Company may be diluted and some or all of our financial measures on a per share basis could be reduced.
We do not anticipate paying dividends on our common shares in the foreseeable future, which may limit returns for certain investors.
We currently intend to retain any future earnings to fund the development of our business and does not anticipate paying cash dividends on our common shares in the foreseeable future. Investors seeking income through dividends may not realize a return on their investment in our common shares.
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General Risk Factors
Global financial conditions and risks could materially impact our ability to raise equity or obtain debt and impact global supply chains, which could adversely impact our operations and financial condition.
The development and ongoing operation of mines requires a substantial amount of capital prior to the commencement of, and in connection with, the production of uranium. Such capital requirements relate to the costs of, among other things, acquiring mining rights and properties, obtaining government permits, exploration and delineation drilling to determine the underground configuration of a deposit, designing and constructing the mine and processing facilities, purchasing and maintaining mining equipment and complying with financial assurance requirements established by various regulatory agencies for the future restoration and reclamation activities for each project. There is a risk that cash flow from operations will be insufficient to meet current and future obligations, fund development and construction projects, and that additional outside sources of capital will be required. The volatility of global capital markets, including the general economic slowdown in the mining sector, has generally made the raising of capital by equity or debt financing more difficult. We may be dependent upon capital markets to raise additional financing in the future. As such, we are subject to liquidity risks in meeting our operating expenditure requirements and future development cost requirements in instances where adequate cash positions are unable to be maintained or appropriate financing is unavailable. If we are unable to raise equity or obtain loans and other credit facilities in the future and on terms favorable to us, these levels of volatility persist or there is a further economic slowdown, our operations, our ability to raise capital and the trading price of our securities could be adversely impacted.
As our operations expand and reliance on global supply chains increases, the impact of pandemics, significant geopolitical risk and conflict globally may have a sizeable and unpredictable impact on our business, financial condition and operations. Russia’s invasion of Ukraine, including the global response to Russia as it relates to sanctions, trade embargos and military support, have resulted in significant uncertainty as well as economic and supply chain disruptions. Should such global conflicts and responses go on for an extended period of time or should other geopolitical disputes and conflicts and responses thereto emerge in other regions that produce uranium or other energy, this could result in material adverse effects to the Company.
General inflationary pressures may impact our costs and affect our results of operations.
Inflationary pressure may also affect our labor, commodity, and other input costs, which could affect our financial condition. Operational costs may be affected by continuing inflation and cost-of-goods due to supply chain issues as well as the possible need to utilize a greater level of contractor services if required staffing is unavailable or cannot timely be hired and trained. The resulting impact of this is that we face higher costs for key inputs required for our operations, which may be directly through higher transportation costs, as well as indirectly through higher costs of products that rely on energy, which could result in material adverse effects to the Company.
We are dependent on information technology systems, which are subject to certain risks, including cybersecurity risks and data leakage risks associated with implementation and integration.
Our operations depend and will depend upon the availability, capacity, reliability and security of our information technology (“IT”) infrastructure, and our ability to expand and update this infrastructure as required, to conduct daily operations. We rely on various IT systems in all areas of our operations, including financial reporting, contract management, exploration and development data analysis, human resource management, regulatory compliance and communications with employees and third parties.
These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as network and/or hardware disruptions resulting from incidents such as unexpected interruptions or failures, natural disasters, fire, power loss, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures.
The ability of the IT function to support our business in the event of any such occurrence and the ability to recover key systems from unexpected interruptions cannot be fully tested. There is a risk that, if such an event actually occurs, our continuity plans may not be adequate to immediately address all repercussions of the disaster. In the event of a disaster affecting a data center or key office location, key systems may be unavailable for a number of days, leading to inability to perform some business processes in a timely manner. As a result, the failure of our IT systems or a component thereof could, depending on the nature of any such failure, adversely impact our reputation and results of operations.
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Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not incur such losses in the future. Unauthorized access to our IT systems by employees or third parties could lead to corruption or exposure of confidential, fiduciary or proprietary information, interruption to communications or operations or disruption to our business activities or our competitive position. Further, disruption of critical IT services, or breaches of information security, could have a negative effect on our operational performance and our reputation. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.
We apply technical and process controls in line with industry-accepted standards to protect information, assets and systems; however, these controls may not adequately prevent cyber-security breaches. There is no assurance that we will not suffer losses associated with cyber-security breaches in the future and may be required to expend significant additional resources to investigate, mitigate and remediate any potential vulnerabilities. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.
Our business is subject to the U.S. Foreign Corrupt Practices Act and other extraterritorial and national anti-bribery laws and regulations, a breach or violation of which could lead to substantial sanctions and civil and criminal prosecution, as well as fines and penalties, litigation, loss of licenses or permits and other collateral consequences and reputational harm.
We are subject to anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977, as amended and the Corruption of Foreign Public Officials Act (Canada). Failure to comply with these laws could subject us to, among other things, reputational damage, civil or criminal penalties, other remedial measures and legal expenses which could adversely affect our business, results from operations, and financial condition. It may not be possible for us to ensure compliance with anti-bribery and anti-corruption laws in every jurisdiction in which our employees, agents, sub-contractors or joint venture partners are located or may be located in the future.
We will be a public issuer in both the United States and Canada. The board of directors (the “Board”) and management must devote time and resources to compliance initiatives, corporate governance practices and securities rules and regulations that impose various requirements on both Canadian and U.S. public companies. These additional costs and management attention could negatively impact our business, financial condition and results of operations.
As a public issuer in Canada, the Company is subject to the reporting requirements and rules and regulations under Canadian securities laws and the rules of TSX-V. As a public issuer in the United States, we are also subject to the rules and regulations of the SEC and the reporting requirements of the Exchange Act. Application of both existing or new U.S. or Canadian regulatory requirements may have adverse consequences on our ability to issue securities to raise capital or as consideration for acquisitions.
As a public company, there are costs associated with legal, accounting and other expenses related to regulatory compliance in Canada as well as compliance with the U.S. securities legislation and the rules and policies of Canadian Securities Administrators, TSX-V and the SEC require reporting and listed companies to, among other things, adopt corporate governance and related practices, and to continuously prepare and disclose material information, all of which add to a company’s legal and financial compliance costs. Complying with these U.S. and Canadian statutes, regulations and requirements may occupy a significant amount of time of the Board and management.
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The SEC’s disclosure requirements for Mineral Reserves and Mineral Resources, as codified in Subpart 1300 of Regulation S-K 1300, create ambiguity for issuers required to comply with both the requirements of S-K 1300 and NI 43-101, and may result in increased compliance costs for the Company.
S-K 1300, as promulgated by the SEC and effective starting in 2021, required that we disclose specific information related to our material mining operations, including our Mineral Resources and Mineral Reserves. While S-K 1300 is substantively the same as NI 43-101, it is relatively new compared to NI 43-101 and, thus, remains subject to unknown interpretations that could require us to incur substantial costs associated with compliance. Where substantive disclosure in one regulatory scheme is more restrictive/stringent than in the other, we opted to take the more restrictive/stringent approach in our technical reports. NI 43-101 has a prescribed format, whereas S-K 1300 does not; as such, our technical reports follow the formatting requirements of NI 43-101. Any further revisions to, or interpretations of, S-K 1300 or NI 43-101 could result in us incurring unforeseen costs associated with compliance, both in the U.S. and in Canada.
United States investors may not be able to obtain enforcement of civil liabilities against the Company.
The enforcement by investors of civil liabilities under the United States Federal or State securities laws may be affected adversely by the fact that we are governed by the BCBCA. It may not be possible for investors to effect service of process within the United States on certain of our directors and officers or enforce judgments obtained in the United States courts against the Company or certain of our directors and officers based upon the civil liability provisions of United States federal securities laws or the securities laws of any state of the United States. There is some doubt as to whether a judgment of a United States court based solely upon the civil liability provisions of United States federal or state securities laws would be enforceable in Canada against the Company or our directors and officers. There is also doubt as to whether an original action could be brought in Canada against the Company or our directors and officers to enforce liabilities based solely upon United States federal or state securities laws.
Changes in climate conditions and regulatory regime could adversely affect our business and operations.
Changes in climate conditions may have both favorable and adverse effects on our business in a range of possible ways. Mining and uranium processing operations are energy intensive and result in a carbon footprint either directly or through the purchase of fossil-fuel based electricity. As such, we could be impacted by current and emerging policy and regulation relating to greenhouse gas emission levels, energy efficiency, and reporting of climate-change related risks. While some of the costs associated with reducing emissions may be offset by increased energy efficiency, technological innovation, or the increased demand for our uranium and conversion services, such regulations may result in additional transition costs at some of our operations. A number of government or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. Where legislation already exists, regulations relating to emissions levels and energy efficiency are becoming more stringent. Changes in legislation and regulation will likely increase our compliance costs.
In addition, the physical risks of climate change may also have an adverse effect at our operations. These may include extreme weather events such as floods, droughts, forest and bush fires, and extreme storms. These physical impacts could require us to suspend or reduce production or close operations and could prevent us from pursuing expansion opportunities. These effects may adversely impact the cost, production, and financial performance of our operations.
We can provide no assurance that efforts to mitigate the risks of climate change will be effective and that physical risks of climate change will not have a material and adverse effect on our earnings, cash flows, financial condition, results of operations, or prospects.
We may be subject to risks related to foreign exchange rates.
A material portion of our activities are expected to be located in the United States and the costs associated with such activities will be largely denominated in US dollars. However, our interests will be denominated in Canadian dollars and, as a result, will be subject to foreign currency fluctuations and inflationary pressures, which may have a material adverse effect on us. There can be no assurance that the steps taken by our management to address variations in foreign exchange rates will eliminate all adverse effects, and accordingly, we may suffer losses due to adverse foreign currency rate fluctuations.
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This prospectus contains forward-looking statements concerning our business, operations and financial performance, as well as our plans, objectives and expectations for our business operations and financial performance and condition. All statements other than statements of historical facts included in this prospectus are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements in this prospectus are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.
Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in the section entitled “Risk Factors.” Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. In addition to these important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:
Statements regarding
| · | the timing and mechanics of the Special Distribution; |
| · | the future price of uranium; |
| · | exploration results and the success of exploration activities; |
| · | expected capital expenditures; |
| · | the costs, timing and development of new deposits; |
| · | the costs and timing of future exploration activities; |
| · | permitting requirements and approvals; |
| · | the need for additional capital; |
| · | government regulation of mining operations; |
| · | environmental risks and hazards; |
| · | title disputes or claims; and |
| · | limitations on insurance coverage. |
Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.
You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.
Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
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We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.
We will not receive any proceeds from the Special Distribution or from the conversion of the Series A Preferred Shares into Distribution Shares.
We have not paid dividends in the past and we do not expect to have the ability to pay dividends in the near future. We currently intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not currently anticipate paying any cash dividends in the foreseeable future.
The table below describes our capitalization as of September 30, 2025:
As at September 30, 2025 | ||||
| (audited) | ||||
| Cash, cash equivalents and marketable securities | C$ | 606,725 | ||
| Total Liabilities | 40,882 | |||
| Share Capital | 638,725 | |||
| Contributed Surplus | 88,113 | |||
| Accumulated Deficit | (152,152 | ) | ||
| Shareholders Equity | 574,686 | |||
| Total Liabilities and Shareholders Equity | C$ | 615,568 | ||
Overview
We are focused on the exploration and development of uranium assets in New Mexico, considered to be the seventh largest uranium producing district in the world. We are working to advance our 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. Strategically positioned with mineral rights spanning approximately 400 square miles in the Grants Uranium District, our principal asset is the Crownpoint Project.
We are committed to fostering strong community relations and promoting environmental stewardship and strives to collaborate closely with local communities and exclusively advance projects that can utilize the environmentally sound ISR uranium extraction technology.
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General Development of the Business
We were incorporated under the Business Corporations Act (Ontario) on December 31, 2021, under the corporate name “POCML 7 Inc.”
The following is a summary description of the general development and history of the Company’s business since incorporation:
| · | On November 16, 2022, we completed our initial public offering of 1,641,413 common shares at a price of C$0.15 per share, for aggregate gross proceeds of C$250,000. |
| · | In April 2025 Former Verdera completed the acquisition of NM Energy BC from enCore. NM Energy BC was a newly incorporated holding company with no transactions other than holding NM Energy Texas, which was incorporated in late 2024 for the purpose of acquiring the New Mexico mining assets of enCore in an internal reorganization of those assets. The New Mexico mining assets were previously held by Tigris Uranium Corp. and Uranco, Inc., both being subsidiaries of enCore. Both those subsidiaries were acquired by NM Energy Texas in a divisive merger transaction, whereby the only assets acquired by NM Energy Texas were the New Mexico mining assets. Pursuant to a share purchase agreement with enCore, Former Verdera acquired 100% of NM Energy BC, which owned 100% of NM Energy Texas, on April 9, 2025. NM Energy Texas owns 100% of the Crownpoint Project except for a portion of one section owned 40% by NuFuel Inc. (a subsidiary of Laramide Resources Ltd.), as well as several other uranium properties in New Mexico. In consideration for the acquisition of NM Energy BC, Former Verdera issued enCore 50,000,000 preferred shares, made a cash payment of US$350,000 and granted enCore a 2% net proceeds royalty on uranium, and a 2% net smelter royalty on net smelter returns received for other minerals, mined from properties held by NM Energy BC. |
| · | On November 2, 2025, we and Former Verdera entered into a letter agreement pursuant to which they agreed to explore the viability of completing a business combination or other similarly structured transaction with Former Verdera, which, if completed, will result in a reverse take-over of us by the shareholders of Former Verdera and constitute an arm’s length Qualifying Transaction. |
| · | On November 25, 2025, we, Former Verdera and SubCo entered into the Amalgamation Agreement in order to complete the Transaction, which superseded the November 2, 2025 letter agreement noted above. |
| · | In December 2025, Former Verdera entered into an agreement to acquire technical data and information relating to uranium mining in New Mexico, as well as select other locations. In consideration for the acquisition, Former Verdera paid the vendor US$500,000, issued 650,000 common shares at C$0.50 per common share, and agreed to enter into a consulting agreement with the vendor that includes the issuance of 100,000 options following closing of the Transaction. |
The Transaction
Amalgamation Agreement
On November 25, 2025, we and SubCo entered into the Amalgamation Agreement with Former Verdera whereby the parties agreed to complete the Transaction on the terms set out therein. Pursuant to the Amalgamation Agreement, we acquired all of the issued and outstanding Former Verdera Shares and Former Verdera Preferred Shares and, in consideration of which, the shareholders of Former Verdera received our common shares or our Distribution Preferred Shares, as applicable, at the exchange ratio of one for one at a deemed price of $1.00 per common share, for every one Former Verdera Share or Former Verdera Preferred Share, as applicable, held by the shareholders. The aggregate consideration issued to effect the Transaction is $82,328,001 and we issued 47,328,001 common shares and 35,000,000 Class A Preferred Shares. The Transaction was structured as a three-cornered amalgamation whereby Former Verdera and SubCo amalgamated to form Verdera Energy Holdings Inc., a wholly owned subsidiary of the Company.
The Transaction closed on February 20, 2026.
Pursuant to the Transaction:
| · | We changed our name to “Verdera Energy Corp.” (the “Name Change”), completed our continuation as a corporation under the laws of British Columbia (the “Continuation”) and completed the Consolidation of our common shares. |
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| · | We created the Class A Preferred Shares. |
| · | Former Verdera amalgamated with SubCo. and changed its name to Verdera Energy Holdings Inc. and is a wholly-owned subsidiary of the Company. |
| · | We issued 32,328,001 of our common shares in exchange for all of the Former Verdera Shares. |
| · | We issued 15,000,000 common shares to enCore in exchange for 15,000,000 of the Former Verdera Preferred Shares. We issued 35,000,000 Class A Preferred Shares to enCore in exchange for the remainder of the Former Verdera Preferred Shares. Immediately prior to the Special Distribution the Class A Preferred Shares will convert into the Distribution Shares which are anticipated to be distributed to the shareholders of enCore pursuant to this prospectus. |
Transaction Financing
On February 12, 2026, we and Former Verdera completed the Brokered Financing of 17,330,000 Former Verdera Subscription Receipts and 2,670,000 Subscription Receipts at C$1.00 per Subscription Receipt, for gross proceeds of C$20,000,000. In accordance with the Letter Agreement, the Brokered Financing was led by Haywood Securities Inc. and SCP Resource Finance LP, as co-lead agents on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (collectively, the “Agents”) on a commercially reasonable efforts basis pursuant to the Subscription Receipt Agreements. The Brokered Financing was for up to C$20,000,000 of Subscription Receipts and included an over-allotment option (the “Over-Allotment Option”) to sell an additional C$3,000,000 worth of Subscription Receipts, which was not exercised. On closing of the Transaction, each Former Verdera Subscription Receipt converted, without payment of additional consideration, into one Former Verdera Share, which was automatically exchanged for one of our common shares pursuant to the Transaction. On closing of the Transaction, each Company Subscription Receipt converted, without payment of additional consideration, into one common share.
Former Verdera agreed to pay the Agents a cash fee of 5% of the gross proceeds of the Transaction Financing, and issue compensation subscription receipts (“SR Compensation Options”) to the Agents equal to 4% of the aggregate number of Subscription Receipts issued in the Brokered Financing. Upon closing of the Transaction, the SR Compensation Options converted to compensation options of the Company (the “Compensation Options”). Each Compensation Option entitles the Agents to purchase one common share at a price of C$1.00 per common share for a period of 18 months following the final TSXV bulletin approving the Transaction.
On the Closing Date, the gross proceeds from the Brokered Financing less a total of C$626,729.61, being 50% of the cash fee payable to the Agents and the reasonable expenses of the Agents, were deposited in escrow with the Escrow Agent. Upon satisfaction of the Escrow Release Conditions at or before the Escrow Release Deadline, the escrowed proceeds, together with all interest and other income earned thereon, were released from escrow by the Escrow Agent to the Company and Agents, as applicable.
Concurrently with closing of the Transaction, the Company issued, on a non-brokered basis, an additional 400,000 common shares at C$1.00 per share for gross proceeds of C$400,000 (the “Non-Brokered Financing”).
Advisory Fee
PowerOne Capital Markets Limited was acting as advisor to Former Verdera in connection with the Transaction. Former Verdera paid PowerOne a cash fee equal to 1.5% of the gross proceeds of the Brokered Financing and Non-Brokered Financing and received options of the Company equal to 1.5% of the number of Subscription Receipts issued in the Brokered Financing and common shares issued in the Non-Brokered Financing. Each Advisory Option will be exercisable into one common share at C$1.00 for 18 months. David D’Onofrio, a former director and officer of the Company also acted as advisor to Former Verdera in connection with the Transaction. Former Verdera issued 250,000 common shares as an advisory fee to Mr. D’Onofrio immediately prior to closing of the Transaction.
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General Corporate Information
Our head office is located at #250 – 750 West Pender St., Vancouver, British Columbia, V6C 2T7, Canada and our registered office is located at 1200-750 West Pender Street, Vancouver, British Columbia, V6C 2T8. Our telephone number is (505) 273-7724. Our website is https://verderauranium.com. The information on our website is not incorporated by reference into this prospectus.
Organizational Structure
|
Verdera Energy Corp. (formerly POCML 7 Inc.) (British Columbia) | |
| 100% | |
|
Verdera Energy Holdings Inc. (formerly Verdera Energy Corp.) (British Columbia) | |
| 100% | |
|
NM Energy Holding Canada Corp. (British Columbia) | |
| 100% | |
|
NM Energy Holding Corp. (Texas) | |
Material Contracts
The Company has not entered into any material contracts, other than contracts entered in the ordinary course of business, except:
| 1. | the CPC Escrow Agreement – The TSXV Form 2F - CPC Escrow Agreement dated November 7, 2022, among the Company, TSX Trust Company, as escrow agent, and certain shareholders of the Company, which sets forth the terms and conditions for the release of escrowed of securities of the Company; see “Description of Securities – Escrowed Securities” below for a description of the escrowed securities and release dates; |
| 2. | the Amalgamation Agreement – See “Business – The Transaction – Amalgamation Agreement” above for a description of the Amalgamation Agreement; |
| 3. | the Letter Agreement - the letter agreement between the Company, Former Verdera and the Agents dated November 2, 2025, pursuant to which the parties agreed to complete the Brokered Financing; |
| 4. | the Agency Agreement - the agency agreement between the Company, Fromer Verdera and the Agents dated February 12, 2026, pursuant to which the parties completed the Brokered Financing, and which replaced the Letter Agreement; |
| 5. | the Subscription Receipt Agreement – the subscription receipt agreement dated February 12, 2026, between the Company, Former Verdera, the Agents and the Escrow Agent relating to the Company Subscription Receipts; |
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| 6. | the Subscription Receipt Agreement – the subscription receipt agreement dated February 12, 2026 between Former Verdera, the Agents and the Escrow Agent relating to the Verdera Subscription Receipts; |
| 7. | Advisory Services Agreement dated January 1, 2026, between Former Verdera and David D’Onofrio, pursuant to which Former Verdera issued common shares. |
| 8. | Amended and Restated Advisory Services Agreement dated February 5, 2026 between Former Verdera and PowerOne, pursuant to which Former Verdera paid an Advisory Fee and Verdera issued Advisory Options; |
| 9. | QT Escrow Agreement – The TSXV Form 5D - Escrow Agreement dated February 20, 2026, among the Company, TSX Trust Company, as escrow agent, and certain shareholders of the Company, which sets forth the terms and conditions for the release of escrowed of securities of the Company; see “Description of Securities – Escrowed Securities” below for a description of the escrowed securities and release dates; |
| 10. | Share Purchase Agreement dated March 17, 2025 between Former Verdera, enCore and NM Energy BC, pursuant to which Former Verdera acquired all the issued and outstanding shares of NM Energy BC from enCore; |
| 11. | Registration Rights Agreement dated March 17, 2025 and executed April 8, 2025 between Former Verdera and enCore, pursuant to which Former Verdera agreed to file a registration statement for the common shares to be issued to enCore and the shareholders of enCore; |
| 12. | Side Letter dated April 4, 2025 to share purchase agreement dated March 17, 2025 between Former Verdera and enCore, pursuant to which Former Verdera agreed the Verdera Preferred Shares will remain as non-voting preferred shares until converted into our common shares prior to distribution to enCore’s shareholders; and |
| 13. | Royalty Deed dated May 15, 2025 between Former Verdera and enCore, pursuant to which Former Verdera granted enCore a royalty on uranium and other minerals mined from the Crownpoint Project. |
Intellectual Property
We do not have any material intellectual property.
Property, Plant and Equipment
See “Property” below.
Competition
The uranium industry is highly competitive, and our competition includes larger, more established companies with longer operating histories that not only explore for and produce uranium but also market uranium and other products on a regional, national or worldwide basis. Due to their greater financial and technical resources, we may not be able to acquire additional uranium projects in a competitive bidding process involving such companies. Additionally, these larger companies have greater resources to continue with their operations during periods of depressed market conditions.
Geopolitical uncertainty
Geopolitical uncertainty driven by the Russian invasion of Ukraine has led many governments and utility providers to re-examine supply chains and procurement strategies reliant on nuclear fuel supplies coming out of, or through, Russia.
Sanctions, restrictions, and an inability to obtain insurance on cargo have contributed to transportation and other supply chain disruptions between producers and suppliers. As a result of this and coupled with multiple years of declining uranium production globally, uranium market fundamentals are shifting from an inventory driven market to one more driven by production. The Prohibiting Russian Uranium Imports Act (H.R. 1042) which was signed into law in May 2024, prohibits the importation of unirradiated, low-enriched uranium projected in the Russian Federation or by a Russian entity, with temporary waivers until January 1, 2028 in certain circumstances, after which the ban will be in effect until December 31, 2040.
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Seasonality
Our current operations are not materially affected by seasons in New Mexico.
Employees
As of April 30, 2026, we have no employees and two individuals who provide services on a contractual basis, our CEO and CFO.
In-Situ Recovery (ISR), Technology
ISR is a minimally invasive, environmentally friendly, and economically competitive way of extracting minerals from the ground. It has proven to be a successful method of extracting uranium, and due to its cost efficiency, is economically viable to extract lower grade uranium deposits that might not justify the cost of conventional open pit or underground mining. In addition to significantly lower capital and operating costs, ISR operates without the open pits, waste dumps, or tailings associated with conventional mining and milling. These factors result in uranium extraction that is more environmentally responsible in a faster, more cost-efficient permitting, development and remediation process. ISR extracts uranium from the ground with minimal surface impact. When reclamation is completed, the surface is returned to its original state and use.
ISR is highly regulated in the United States. While some ISR operations in other jurisdictions use harsh chemicals such as sulfuric acid to remove uranium from the ore body, Verdera only uses a lixiviant comprised of just oxygen and sodium bicarbonate (common baking soda) in the native groundwater to extract uranium at a near neutral pH with significantly less environmental impacts.
ISR usually takes place in sandstone deposits within a portion of the aquifer that the government has already exempted from protection as an underground source of drinking water due to its mineral content such as uranium, radium, and other minerals. An ISR wellfield is developed using a series of production patterns comprised of a series of injection and recovery wells. Injection wells introduce the lixiviant described above to the uranium bearing sandstone. As the lixiviant is injected through the uranium-bearing sandstone, the uranium is solubilized by the oxygen in the lixiviant, and the uranium-bearing lixiviant is carried through the sandstone to the recovery well. Recovery wells, equipped with submersible pumps, recover the uranium-bearing lixiviant out of the sandstone and lift it to the surface. The uranium-bearing lixiviant is then pumped into a surface collection system to be transferred to the ion exchange (IX) system. Surrounding the production patterns is a network of monitor wells used to observe groundwater chemistry and hydrology to assure there are no impacts to adjacent underground sources of drinking water. The combination of the production patterns and the monitor well network constitute what is called a wellfield.
After the uranium-bearing lixiviant reaches the IX system, it flows through a bed of IX resin where the uranium is removed from the lixiviant and loaded onto IX resin beads. This process is very similar to how a water softener works. The barren lixiviant is returned to the wellfield, where it is refortified with oxygen and sodium bicarbonate and reinjected into the uranium-bearing sandstone. A small portion, approximately 1% of the total volume, of the barren lixiviant is held back from reinjection. This is called a “process bleed,” and it is intended to create a hydraulic sink in the wellfield to contain lixiviant within production patterns.
When the IX resin loads to capacity with uranium it is regenerated, using a salt solution rich in sodium bicarbonate, in the exact same manner as done for a water softener. This process is called “elution.” Elution produces a uranium-rich eluant that is transferred from the ion exchange system to the precipitation system. Using a series of additions of hydrogen peroxide, acid, and sodium hydroxide, the uranium is precipitated from the eluant and a uranium, “yellowcake,” slurry is created. It is then filtered and washed in a filter press and transferred to the drying system. Drying systems at processing facilities use a low-temperature, zero emission, rotary vacuum drying system, the same equipment used for producing pharmaceuticals. Once dried the yellowcake is packaged into 55-gallon drums that are grouped into shipping lots. Each shipping lot is then transported to a North American conversion facility where it is weighed, sampled, and inventoried. This is the point at which a company sells its product to its customers.
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When the uranium orebody within an ISR wellfield is depleted, companies are required to clean up the groundwater. The process of extracting uranium from the orebodies using our lixiviant does change the groundwater chemistry within the production patterns. After production is complete, the groundwater quality is restored to a quality consistent with the chemistry prior to the start of injection using reverse osmosis technology to clean it. This process does increase the amount of water that is consumed during wellfield operations, but in an average ISR wellfield, approximately 95% of the groundwater is preserved and retained at the end of the full production and restoration cycle. Once the government approves the groundwater restoration work, the injection, recovery and monitor wells are plugged and abandoned and the surface infrastructure is removed. The site is then surveyed for residual contamination that may need to be removed and the wellfield is returned to its prior use. At this point, the land and groundwater are once again suitable for all the same uses as prior to mining efforts.
The use of ISR technology in the US has a documented strong environmental record. Several wellfields have been restored and released, with the former wellfields now indistinguishable from the adjacent unimpacted land. The US government, in several public documents, has concluded that there have been no impacts to underground sources of drinking water by ISR uranium extraction or restoration.
Uranium Market
The primary use of uranium is to fuel nuclear power plants for the generation of carbon and emission free electricity. According to the World Nuclear Association (“WNA”), as of January 2025, there were 440 operable nuclear reactors world-wide, which required approximately 175.2 million pounds of U3O8 annually at full operation. Worldwide, there are currently 65 new reactors under construction with an additional 86 reactors on order or in the planning stage and 344 having been proposed. According to data from TradeTech LLC (“TradeTech”), the world continues to require more uranium than it produces from primary extraction. The gap between demand and primary supply is being filled by stockpiled inventories and secondary supplies, which the Company believes have dwindled significantly in recent years.
According to the WNA in January 2025, the U.S. currently has 94 operating reactors, and other reactors on order, planned or proposed. According to the U.S. Energy Information Administration (“EIA”), in 2023, the U.S. produced approximately 18.52% of its electricity from nuclear technology, while, according to the Nuclear Energy Institute (“NEI”), the U.S. achieved an average capacity factor of 92.7%, leading all other carbon-free sources by a wide margin. According to the EIA, U.S. utilities purchased approximately 51.63 million pounds of U3O8 in 2023 (the last year reported). However, in 2023, U.S. uranium production was only 0.05 million pounds, as reported by EIA.
Uranium is not traded on an open market or organized commodity exchange, although the CME Group provides financially settled uranium futures contracts. Typically, buyers and sellers negotiate transactions privately, either directly or through brokers and intermediaries. Spot uranium transactions typically involve deliveries that occur immediately and up to 12 months in the future. Term uranium transactions typically involve deliveries that occur more than 12 months in the future, with long-term transactions involving delivery terms of at least three years. Uranium prices, both spot and term, are primarily published by two independent market consulting firms, TradeTech and UxC, LLC, on a weekly and monthly basis, along with daily price indicators. Other brokers, including Uranium Markets LLC, Evolution Markets Inc. and Numerco Ltd., also publish daily average uranium prices.
During the period ending December 31, 2024, the uranium market saw uranium prices exceed $100 per pound U2O8 in the first quarter of the year.[1] By the end of the year, spot prices had moderated to $73.50 per pound U3O8.[2] The Company, as previously disclosed, continued to see continued nuclear utility and trading company interest in term contracting. Generally, spot and contracting volumes remain below levels observed in 2022 and 2023, and that is driven by continued geopolitical uncertainty, transportation challenges, trade restrictions, and uncertainty regarding new primary production supply. However, many of the same fundamentals that have led to the recent resurgence in support for nuclear power remain unchallenged. In 2025, the nuclear fuel market is poised to be influenced by three major macroeconomic forces: net-zero carbon emissions initiatives, emerging demand in the technology sector, and trade restrictions.
Net-zero policies require reliable, efficient, and cost-effective electricity generation that contributes to meaningful reductions in carbon emissions. These policies have led to a widespread recognition that nuclear power must play a role in meeting commitments to mitigate climate change through clean energy development. These developments build on a long-run trend in energy policy reform that has evolved to acknowledge and support nuclear power’s critical role in achieving carbon reduction goals, and now the financial markets are following with material support for real demand that is emerging faster than current generating capacity can satisfy.
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While nuclear power has enjoyed renewed public support in recent years, as reported in several public sources, technology firms including Amazon, Microsoft, Meta, and Google recently announced plans to secure dedicated energy production output from nuclear power plants for their data centers. This includes agreements to build small modular reactors (SMRs) and advanced reactors in several regions.
Expanding the current reactor fleet to meet that level of electrical generating capacity remains a significant challenge to the nuclear industry. To meet those goals, the global industry must protect existing capacity, and there have been multiple public pronouncements from several countries, including the U.S. to protect existing nuclear generating capacity intact. In the U.S., as a result of clean energy credits granted be several states and the production tax credit for nuclear power provided in the Inflation Reduction Act, several nuclear utilities have announced operating life extensions and capacity expansions within their existing operating fleet. Also, the industry has seen a truly unprecedented trend in reactor recommissioning, In the U.S., where just a few years ago reactors were being shut down prematurely, nuclear plants such as Diablo Canyon, Palisades, Three Mile Island, and Duane Arnold are positioned to re-enter service.
Uprates and refurbishments have proven to be exceptionally economical for many reasons, including building on existing licenses and long-established operations. Moreover, several countries have announced plans to abandon plans to exit nuclear power, including Belgium, Japan, and South Korea. And other countries, such as Switzerland, appear to be reconsidering their exits.
There remains continued and growing support for the development of small modular reactors (“SMR”). The case for smaller reactors is largely built on cost savings as well as installation flexibility and scalability. Proponents of SMRs point to standardized design and serial production as the main drivers for reduced costs, with each manufactured unit becoming less expensive than the one before it. SMRs are expected to be smaller and more modular than traditional reactors, so they can be installed in locations would not accommodate larger reactors due to space and location. They can also be used on decommissioned coal power plant sites, which is being looked at as a way to transition to clean electricity.
With increasing demand expectations, there is an expectation that a likewise increase in uranium production must occur in an environment beset by risks, including import bans, sanctions, and secondary sanctions imposed by various countries, transportation issues, trade restrictions in other goods and services beyond nuclear fuel, and fewer available ports, which have all combined to create widespread uncertainty in the market regarding the availability of both current and future supply. The most notable recent trade restriction is the USA’s Prohibiting Russian Uranium Imports Act (H.R. 1042), which was signed into law in May 2024 and prohibits the importation of unirradiated, low-enriched uranium produced in the Russian Federation or by a Russian entity. The Act allows temporary waivers, during the period up to January 1, 2028, under certain circumstances.
In response, on November 15, the Russian government imposed “temporary limits” on the export of enriched uranium to the USA, as a retaliatory move following the enactment of the US ban on Russian uranium imports.[3] In September 2024, the U.S. Government announced that it was investigating a significant increase in enriched uranium imported from China when Russian imports were being considered for an outright ban in the context of possible circumvention of the Russian Suspension Agreement.[4] Additionally, in November 2024, the President-elect, Donald Trump declared on social media that he intends to impose a 25 percent tariff on all goods entering the USA from Mexico and Canada on his first day in office (January 20, 2025). Subsequent to that date, President Trump announced the tariffs will go into effect February 3, 2025. It is unknown the direct impacts these tariffs will have on the uranium market, at this time.
Below is a list of some of the recent government policy news that can influence the uranium market.
| · | On January 20, 2025, President Trump issued two Executive Orders that specifically refenced nuclear power and uranium as key parts to expanding energy in the U.S. The Executive Order titled, “Unleashing American Energy”, in addition to directing federal agencies to advance permitting for energy projects also called for uranium to be designated as a “critical mineral” by the U.S. Geological Survey. The Executive Order titled, “Declaring a National Energy Emergency”, that directs federal agencies, under emergency authority, to advance permit and license approvals for the production of energy and energy resources. In that Executive Order, uranium is defined as an “energy resource” and subject to the emergency declaration. |
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| · | During the 29th United Nations Climate Change Conference in Baku, Azerbaijan (COP 29), the USA announced new domestic nuclear energy deployment targets and a framework for action, which includes a target of 200 GW of new US nuclear energy capacity by 2050, and outlines pathways and actions to meet this goal. Meeting this target would triple US domestic nuclear energy capacity from current levels. |
| · | Following the enactment of the Nuclear Fuel Security Act in 2024, the US Department of Energy (DOE) selected six companies from which it can sign contracts to procure low-enriched uranium (LEU) in order to incentivize the build-out of new uranium production capacity in the U.S.A. The companies include: American Centrifuge Operating, LLC; General Matter, Inc.; Global Laser Enrichment, LLC; Louisiana Energy Services, LLC; Laser Isotope Separation Technologies, Inc.; and Orano Federal Services; LLC. All contracts will last for up to 10 years and each awardee will receive a minimum contract of US$2 million. The maximum value for all awardees totals US$3.4 billion. The final award value will depend on competitive task orders to be subsequently issued by DOE. |
| · | The U.S. Department of Energy (DOE) announced that up to US$80 million is available through a new funding opportunity to spur advancements in the process to produce high-assay low-enriched uranium (HALEU). The funding will support industry partners developing innovative technologies and approaches to strengthening the HALEU supply chain in the USA. |
[1] Nuclear Market Review week ending February 2, 2024, TradeTech LLC, 2024
[2] Nuclear Market Review, December 31, 2024, TradeTech LLC, 2024
[3] “Russia Temporarily Limits Enriched Uranium Supplies to US”, Bloomberg, November 15, 2024
[4] “Exclusive-US Probes Uranium Imports From China Amid Concerns Over Russian Ban”, Reuters, September 17,2024
Government and Environmental Regulation
Government Regulations
Our properties and prospective operations, including potential ISR facilities, are subject to extensive laws and regulations which are overseen and enforced by multiple federal, state and local authorities. These laws govern exploration, construction, extraction, recovery, processing, exports, various taxes, labor standards, occupational health and safety, waste disposal, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances, and other matters. Uranium minerals exploration, extraction, recovery, and processing are also subject to risks and liabilities associated with the perceived potential for impacts to the environment and disposal of waste products occurring as a result of such activities.
Compliance with these laws and regulations may impose substantial costs on us and may subject us to significant potential liabilities. Changes in these regulations or changes in regulatory attitudes or interpretations could require us to expend significant resources to comply with new laws or regulations, attitudes or interpretations relating thereto, or changes to current requirements and could have a material adverse effect on our business operations. The costs of compliance with these laws and regulations are therefore well understood and assumed by us in all its capital budgeting decisions, project analyses and cost projections. As all our competitors in the uranium mining industry in the U.S. face the same or similar regulatory requirements, we do not believe its need to comply with this extensive array of laws and regulations materially affects our competitive position within the U.S. uranium mining industry.
Nuclear Regulatory Commission – New Mexico
The federal Nuclear Regulatory Commission (“NCR”) is the primary regulatory authority over uranium recovery operations throughout the State of New Mexico, including ISR operations. In 1954, Congress, through the Atomic Energy Act of 1954 (“AEA”), empowered the Atomic Energy Commission (“AEC”), now NRC, to regulate AEA materials (i.e., source, byproduct, and special nuclear materials). Under its AEA authority, the AEC/NRC promulgated 10 C.F.R. Part 40 and, later, Appendix A to Part 40 to implement a regulatory program for uranium recovery operations. At the time of Appendix A’s issuance, conventional mining techniques (underground and open pit) were assumed to be the primary source of uranium production in the United States, and Appendix A was written to reflect that assumption. As ISR techniques have become the prevalent form of uranium recovery in the United States, the NRC has applied relevant portions of Appendix A to ISR licensing as “relevant and appropriate”. ISR uranium recovery licensees also are required to comply with relevant radiation protection standards. Key requirements include obtaining a materials license, implementing groundwater monitoring, and ensuring aquifer restoration, often guided by the Generic Environmental Impact Statement (“GEIS”). ISR facilities must obtain an NRC license to possess and use source material. Regulations require operators to protect groundwater and restore it to baseline conditions after mining. In coordination with the EPA or state agencies, ISR operations require an aquifer exemption permit to operate within an underground source of drinking water. Standard Review Plans provide guidance for reviewing license applications, ensuring safety in facility design, operations, and decommissioning. The NRC conducts routine inspections to ensure safety and compliance, in New Mexico.
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Portions of our Crownpoint Project are included within NuFuels’ Source Materials License SUA-1580 for the in-situ recovery (ISR) of uranium which was issued by the US Nuclear Regulatory Commission (NRC) in January 1988. The portion of the Crownpoint Project that is within the SUA-1580 license area includes Crownpoint: all the Section 24, T17N, R13W; all of the Section 29, T17N, R13W; and the SW1/4 of the Section 19, T17N, R13W mineral holdings. Both ISR operations and a central processing facility are licensed at the Crownpoint location. None of the Hosta Butte mineral holdings are within the SUA-1580 license area. If we were to operate any form of uranium recovery facility, they would be required to obtain a Source Materials License from the NRC and an aquifer exemption.
As part of the NRC licensing process, an Environmental Impact Statement (EIS), (NUREG -1580, 1997) was completed that included the Crownpoint area. The NuFuels’ license area is located on private lands, federal mining claims, Allotted and surface Trust land, so both the Bureau of Land Management (BLM) and Bureau of Indian Affairs (BIA) were cooperating agencies with respect to the Crownpoint EIS.
Environmental Regulations
Our operations where exploration is taking place, are subject to extensive laws and regulations which are overseen and enforced by multiple federal, state and local authorities. These laws and regulations govern exploration, development, various taxes, labor standards, occupational health and safety including radiation safety, waste disposal, underground source of drinking water, protection and remediation of the environment, protection of endangered and protected species, toxic and hazardous substances and other matters. Uranium minerals exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration.
Compliance with these laws and regulations imposes substantial costs on us and may subject us to significant potential liabilities or impacts to operations or project development. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations. Compliance with all current regulations, including but not limited to the environmental and safety regulatory schemes, is an integral part of our day-to-day business, management and staff commitment and expenditures. The costs attendant to compliance are understood and routinely budgeted and are generally comparable to those of other U.S. uranium companies and other natural resources companies in the U.S.
Mineral exploration activities, as well as potential uranium recovery operations, are subject to comprehensive regulation which may cause substantial delays, restrictions or require capital outlays in excess of those anticipated, causing an adverse effect on our business operations. Mineral exploration operations are also subject to federal and state laws and regulations that seek to maintain health and safety standards. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal and state authorities may be changed and any such changes may have material adverse effects on our activities. Mineral recovery operations are subject to federal and state laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. The posting of a performance bond and the costs associated with Verdera’s permitting and licensing activities require a substantial budget and ongoing cash commitments. In addition to pursuing ongoing permitting and licensure for new projects and additions to our existing projects, these expenditures include ongoing monitoring (e.g., wildlife, groundwater and effluent monitoring) and other activities to ensure regulatory and legal compliance, as well as compliance with our permits and licenses.
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Waste Disposal
The Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes affect mineral exploration and uranium recovery activities by imposing regulations on the generation, transportation, treatment, storage, disposal and cleanup of “hazardous wastes” and on the disposal of non-hazardous wastes. Under the auspices of the Environmental Protection Agency (the “EPA”), the individual states administer some or all the provisions of RCRA, sometimes in conjunction with their own, more stringent requirements.
Comprehensive Environmental Response, Compensation and Liability Act
The federal Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) imposes joint and several liability for costs of investigation and remediation and for natural resource damages, without regard to fault or the legality of the original conduct, on certain classes of persons with respect to the release into the environment of substances designated under CERCLA as hazardous substances (collectively, “Hazardous Substances”). These classes of persons or potentially responsible parties include the current and certain past owners and operators of a facility or property where there is or has been a release or threat of release of a Hazardous Substance and persons who disposed of or arranged for the disposal of the Hazardous Substances found at such a facility. CERCLA also authorizes the EPA and, in some cases, third parties, to take actions in response to threats to the public health or the environment and to seek to recover the costs of such action. We may also in the future become an owner of facilities on which Hazardous Substances have been released by previous owners or operators. We may in the future be responsible under CERCLA for all or part of the costs to clean up facilities or properties at which such substances have been released and for natural resource damages.
Air Emissions
Our operations are subject to local, state and federal regulations for the control of emissions of air pollution. Major sources of air pollutants are subject to more stringent, federally imposed permitting requirements. Administrative enforcement actions for failure to comply strictly with air pollution regulations or permits are generally resolved by payment of monetary fines and correction of any identified deficiencies. Alternatively, regulatory agencies could require us to forego construction, modification or operation of certain air emission sources.
Compliance with the Clean Water Act
The Clean Water Act (“CWA”) imposes restrictions and strict controls regarding the discharge of wastes, including mineral processing wastes, into waters of the U.S.; a term broadly defined. Permits must be obtained to discharge pollutants into federal waters. The CWA provides for civil, criminal and administrative penalties for unauthorized discharges of hazardous substances and other pollutants. It imposes substantial potential liability for the costs of removal or remediation associated with discharges of oil or hazardous substances. State laws governing discharges to water also provide varying civil, criminal and administrative penalties and impose liabilities in the case of a discharge of petroleum or its derivatives, or other hazardous substances, into state waters. In addition, the EPA has promulgated regulations that may require us to obtain permits to discharge storm water runoff.
Summary
Our primary property is the Crownpoint and Hosta Butte uranium project (the “Crownpoint Project” or the “Project”) located in the Grants Uranium Region in northwestern New Mexico.
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Figure 1: Crownpoint Project – Location Map
Technical Report Summary and Qualified Person
The following technical and scientific description of the Crownpoint Project is based in part on the report titled “Crownpoint and Hosta Butte Uranium Project, McKinely County, New Mexico, USA” dated effective December 5, 2025, and prepared by BRS Inc. (the “Crownpoint Technical Report”). The Crownpoint Technical Report was prepared in accordance with SK 1300.
Douglas L. Beahm, P.E., P.G. was the principal author of the Crownpoint Technical Report and Car Warren, P.E., P.G., was a co-author. Both Mr. Beahm and Mr. Warren are Qualified Persons and are independent from the Company.
Project Stage
The Crownpoint Project does not have known “Mineral Reserves” and is therefore considered under SEC SK 1300 definitions to be an Exploration Stage Property.
Property Description, Location and Ownership
The Project is located in portions of Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West; and Sections, 3, 9, and 11, Township 16 North, Range 13 West, comprising approximately 3,020 acres (Refer to Figure 2 – Location Map).
The Company owns the mineral estate outright with the exception of SE ¼ of Section 24 in the Crownpoint project where they hold 60% of the mineral estate covering 120 acres known as the Walker Lease. There are no annual payments, maintenance, or other requirements to be met to maintain the mineral estate subject, only a 3% gross proceeds royalty to NZ Uranium, LLC (NZU), a 2% net proceeds royalty to enCore on uranium mined from the Project, and 2% net smelter returns royalty to enCore on other minerals mined from the Project.
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Surface rights are held separately from the mineral rights on the Project. The surface rights have not been removed from development and are not under other restrictions. The project is outside of the Navajo Reservation and is situated on the western edge and to the 3-4 miles southwest of the small town of Crownpoint, New Mexico.
Table 1 – Land Description
|
Section, Township, Range New Mexico Prime Meridian |
Approximate Acreage | Approximate Latitude | Approximate Longitude |
| Crownpoint Area: | |||
| All Section 19, T17N, R12W | 640 | 35o 41' 20" | 108o 12' 50" |
| SE 1/4* Section 24, T17N, R13W | 140 | 35o 41' 10" | 108o 13' 40" |
| W 1/2 Section 29, T17N, R12W | 320 | 35o 40' 30" | 108o 12' 15" |
| Sub Total Crownpoint | 1,100 | ||
| Hosta Butte Area: | |||
| All Section 3, T16N, R13W | 640 | 35o 38' 45" | 108o 15' 50" |
| All Section 9, T16N, R13W | 640 | 35o 38' 00" | 108o 16' 55" |
| All Section 11, T16N, R13W | 640 | 35o 38' 00" | 108o 14' 50" |
| Subtotal Hosta Butte | 1,920 | ||
| GRAND TOTAL | 3,020 |
*The legal description of Section 24 land holdings includes most of the SE ¼ of Section 24, T17N R13W of the New Mexico Prime Meridian and includes the N1/2 NE1/4 SE1/4, N1/2 SE1/4 NE1/4 SE1/4, SW1/4 NE1/4 SE1/4, N1/2 NW1/4 SE1/4 SE1/4, S1/2 SE1/4 SE1/4, and W1/2 SE1/4. The Company owns 60% of this portion of the Project.
The Crownpoint area is in the immediate vicinity of Crownpoint, New Mexico. The Hosta Butte area is located approximately 4 miles southwest of Crownpoint, New Mexico.
Figure 1 shows the approximate location of the Project. The Project is 100% owned by the Company except for SE ¼ of Section 24, T17N, R13W which is 60% owned by the Company and 40% owned by NuFuels and is comprised of the mineral estate (excluding hydrocarbons) over approximately 3,020 acres, subject only to a 3% gross proceeds royalty to NZU, a 2% net proceeds royalty to enCore on uranium mined from the Project and 2% net smelter returns royalty to enCore on other minerals mined from the Project.
On April 9, 2025, Former Verdera acquired NME BC, a wholly-owned subsidiary of enCore and owner of NME, which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.
Surface Rights
Surface rights are separate from the mineral rights on the Project. The surface rights of the property area are partially controlled by the royalty-holder, NZ Uranium (NZU), NuFuels (the 40% owner of the SE ¼ of Section 24 Crownpoint Property), and certain private property holders. The surface rights have not been removed from development and are not under other restrictions. The property is outside of the Navajo Reservation and is situated on the western edge of the small town of Crownpoint. Applicable legislation provides the owners of the mineral estate surface access, as well as a dispute resolution mechanism.
Chain of Title
The NZ Land Company (NZ) was formed in 1908 and took deed and management of the land grants. NZ Uranium LLC (NZU) was spun off to manage the lands within the known uranium trend of New Mexico and Arizona in 2002. Tigris optioned the Project in May 2010 and exercised the option in May, 2011. Tigris acquired a 60% Interest in the SE ¼ of Section 24 Crownpoint Property and 100% of the Hosta Butte Property, the Crownpoint Properties located in Section 19 and 29. The remaining 40% interest in the Crownpoint SE ¼ of Section 24 property is held by NuFuels. The property is not subject to any liens or other encumbrances except for royalties as subsequently discussed.
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On March 18, 2025, Former Verdera entered into a share purchase agreement with enCore Energy Corp. (enCore) for the acquisition of NME BC, a wholly-owned subsidiary of enCore and owner of NME, which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.
Former Verdera issued 50,000,000 Former Verdera Preferred Shares to enCore, representing approximately 73% of current issued and outstanding shares of Former Verdera. enCore received a 2% net proceeds royalty on uranium and a 2% net smelter returns royalty on other minerals extracted and sold from the properties and a non-refundable cash payment of US$350,000. The acquisition closed on April 9, 2025.
Royalties
The Company owns the mineral estate outright with the exception of SE ¼ of Section 24 in the Crownpoint project where they hold 60% of the mineral estate covering 120 acres known as the Walker There are no annual payments, maintenance, or other requirements to be met to maintain the mineral estate subject only to a 3% gross proceeds royalty to NZ Uranium, LLC (NZU), a 2% net proceeds royalty to enCore on uranium mined from the Project and a 2% net smelter returns royalty on other minerals extracted and sold from the Project.
Taxes
Uranium production in New Mexico is subject to a mineral severance tax which is currently taxed at a rate of 3.5% based on 50% of the gross value or an effective rate of 1.75 % of the gross value (Peach et al, 2008) and (http://www.tax.newmexico.gov/SiteCollectionDocuments/rpd-41215.pdf).
Uranium production in New Mexico is also subject to a Conservation Tax. The conservation tax was not imposed on the uranium industry until 1975. The conservation tax rate was 0.18% in 1975 and was increased to 0.20% in 1977. There have been no significant changes to the conservation tax as it relates to the uranium industry since 1977 (Peach et al, 2008).
Uranium Production in New Mexico Resources is also subject to an excise tax was imposed in 1966 at a rate of .75% of the amount of money or the reasonable value of severed or processed resources (Peach et al, 2008).
The State of New Mexico imposes a gross receipts tax, 5% on average, on total amount of money or other consideration received from the above activities. Although the Gross Receipts Tax is imposed on businesses, it is common for a business to pass the Gross Receipts Tax on to the purchaser either by separately stating it on the invoice or by combining the tax with the selling price. The gross receipts tax will be realized with the Project through its application for services performed by contactors, vendors, and consultants. (https://www.tax.newmexico.gov/governments/gross-receipts-tax/).
Accessibility and Local Resources
The Crownpoint Project is located on the northern flank of an unnamed mountain range which consists of plateaus and steep, incised canyons, just northwest of the Continental Divide. The Crownpoint Project lies north of the Puerco River and Hosta Butte, the two most prominent geographic features in the area. The mountain peaks are as high as 7900 feet within two miles south of the Crownpoint Project with elevations in the immediate project area of about 6700 feet above mean sea level. Vegetation consists of low desert sage, pinion pines, and thin grasses in an arid, high desert climate. The Crownpoint Project is generally accessible year-round, although access to the Hosta Butte portion of the Crownpoint Project would be more difficult in the winter and/or following precipitation events which saturate the soils.
The Crownpoint Project is accessed from the south by Highway 371 and from the north by Highway 57 at Crownpoint, New Mexico. Highway 9 goes west from Crownpoint, just to the north of the Crownpoint Project area. Paved secondary roads provide access to the NuFuels facility on Section 24. From the NuFuels facility the Hosta Butte portion of the Crownpoint Project is accessible via a county gravel road which turns to the south approximately 2 miles west of Crownpoint. The road continues east becoming a private dirt road then turns to the north in Section 11 and continues to the Crownpoint Project area.
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The largest nearby population center is Albuquerque, New Mexico, with an approximate population of 565,000 residents. Albuquerque is located approximately 100 miles to the east on Highway 40 and provides a transportation and supply hub for the area. Grants, New Mexico is approximately 50 miles east of the Crownpoint Project and Gallup, New Mexico lies approximately 50 miles to the west. The Crownpoint Project is approximately 10 miles from the Navajo Reservation and is situated on the west and southwest of the small town of Crownpoint.
In the 1970s a mine site was developed by Conoco and several warehouse and office buildings were constructed in Section 24, T17N, R13W on the lands now controlled by NuFuels and within the mineral holdings of enCore. As part of the original mine three shafts were sunk and the original mine plan called for underground extraction with surface processing. These shafts were subsequently reclaimed.
History
The property is part of the checkerboard of deeded railroad sections, which include surface and mineral rights. Congress chartered the Atlantic and Pacific Railroad Company (the "A&P") in 1866. The A&P was purchased in bankruptcy proceedings by the St. Louis-San Francisco Railway Company, commonly called the "Frisco." Frisco and the Atchison Topeka and Santa Fe Railway Company formed a joint venture in 1880 and used the old A&P charter to build a railroad line, acquiring millions of acres of federal grant fee lands in New Mexico and Arizona with surface and mineral rights. Frisco incorporated New Mexico and Arizona Land Company (NZ) in 1908 in what the Territory of Arizona was then to hold its grant lands until they could be sold.
Uranium was discovered on the grant lands in New Mexico in 1968. Conoco and Westinghouse initially explored and developed this property for underground mining in the late 1970s. Three shafts were developed on the Section 24 location. The properties were explored extensively and had also been subjected to extensive successful ISR pilot testing by Mobil Oil Company in the 1970’s on the nearby Section 9, T16N, R13W. With falling demand and prices in the uranium sector in the 1980’s, Conoco elected to close the operations and cap the shafts. All the facilities and data were maintained and have been acquired by NuFuels.
While these former owners of the project did development for the project, no production has ever occurred on the property.
In the 1980's, NZ turned its principal focus from rural to urban real estate investment and development. After a period of aggressive real estate investing, NZ expanded into bridge financing of real estate. New emphasis was placed on the liquidation of NZ's historic assets.
After a series of mergers and changes in controlling parties, Robert M. Worsley purchased the remaining rural assets in March 2002. The original incorporated name of NZ was retained and formed into a limited liability corporation. NZU was spun off to control the lands in the uranium trend of New Mexico and Arizona in 2002 (Pelizza, 2004).
An Option Agreement was executed between NZU and Tigris in May 2010. The Option Agreement with NZU was for the acquisition by Tigris of a 60% Interest in the Crownpoint Property, SE ¼ of Section 24, and 100% of the Hosta Butte Property, the Crownpoint Properties located in Section 19 and 29. The remaining 40% interest in the Crownpoint Section 24 property is held by NuFuels. (https://laramide.com/projects/crownpoint-churchrock-uranium-project). In May 2011, Tigris, a subsidiary of enCore, exercised its option for the mineral rights and therefore owned the mineral rights outright before their transfer to NME (Texas), a wholly owned subsidiary of enCore, pursuant to an internal reorganization.
On March 18, 2025, Former Verdera entered into a share purchase agreement with enCore for the acquisition of NME BC, a wholly-owned subsidiary of enCore and owner of NME (Texas), which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.
Former Verdera issued 50,000,000 Former Verdera Preferred Shares to enCore, representing approximately 73% of current issued and outstanding shares of Former Verdera. enCore received a 2% net proceeds royalty on uranium and a 2% net smelter returns royalty on other minerals extracted and sold from the properties and a non-refundable cash payment of US$350,000. The resulting aggregate royalty on the projects is thus 5%. The acquisition closed on April 9, 2025.
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Historical mineral resources estimates for the property are known in the vicinity, but the authors of the Crownpoint Technical Report were unaware of any historical estimates specific to the current holdings.
Infrastructure
Within the Crownpoint portion of the Crownpoint Project there is line power and telephone service. Access to the site is available on paved public roads and there is a local airport in Crownpoint. The Hosta Butte site is more remote and would require the development of access and utilities.
In the 1980s Conoco developed the infrastructure to support underground mining within the Crownpoint area of the Crownpoint Project. This included the sinking of 3 mine shafts, mine water treatment facilities, offices, shops, warehousing, and related facilities and appurtenances. At that time the infrastructure was adequate to support Conoco’s operation. The facility has been well maintained and, although the mine shafts have been capped at the surface, the remaining infrastructure to support mine development are in place. The remaining infrastructure is on lands held by NuFuels within enCore’s mineral holdings in Section 24, T17N, R12W.
Climate
The Project is located on the Northwestern Plateau climatological subdivision of New Mexico. The region is semiarid continental, with the mean annual precipitation averaging 10.2 inches (NUREG - 1580, 1997). Precipitation typically is concentrated during summer and early fall, occurring as thundershowers of short duration. Approximately 50 percent of the precipitation falls in July through October. The mean monthly rainfall during the remainder of the year totals only 0.5 inches. Temperatures in the region are represented by data from the nearby Crownpoint station. Because of the relatively high elevation of the project area, temperatures greater than 90°F occur infrequently, only 12 times per year on average. The extreme maximum temperature recorded at Crownpoint is 97°F. Because of the high elevation and relatively infrequent cloud cover in the project area, radiant cooling is substantial and results in an average of 143 days of the year with temperatures below freezing. Extremely low temperatures are rare, with the lowest on record being - 17°F. The mean annual temperature is 51°F. The coldest month is January, and the warmest month is July. The frost-free growing season lasts 140 days, extending from early May to early October. The mean freeze-free period lasts about 22 days longer than the growing season. However, large variations in the freeze dates occur from year to year.
Maximum precipitation occurs during the summer thunderstorm season. The data indicates that approximately one-half of the annual precipitation total falls during July, August, and September. Most of the winter precipitation occurs as snow. Based on mean snowfall estimates for nearby locations, including Crownpoint, and on actual 1975 snowfall amounts for Gallup and Chaco Canyon National Monument, the estimated yearly average snowfall for the project area is 26 inches.
Geology, Mineralization and Deposit
Regional Geologic Setting
Uranium mineralization within the Crownpoint Project areas are in the Grants Uranium Region. The Grants Uranium Region is located in northwestern New Mexico and is part of the Colorado Plateau physiographic province. The Grants Uranium Region has been a prolific producer of uranium in the United States (McLemore and Chenoweth, 1991). With production as early as 1948, over 347 million lbs U3O8 has been produced from the region mainly during the years 1953 through 1990.
Regional subsidence has preserved about 3,000 feet of Triassic, Jurassic, and Cretaceous Sediments in the San Juan Basin. Stratigraphically, this series of sediments accumulated as a major transgressive sequence. The Triassic dominantly contains aeolian massive cross-bedded dune sands that continued into the early Jurassic period. In the late Jurassic, major uplifts occurred to the west in the vicinity of the present Mogollon rim of Arizona causing deposition of massive arkosic, alluvial-fan deposits across northeastern Arizona and into northwestern New Mexico.
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The Westwater Canyon member of the Morrison formation contains the majority of uranium deposits in the region and was emplaced during this type of depositional regime. During deposition of this regional alluvial-fan, abundant volcanic activity also occurred which were deposited as interbedded tufts over the entire area of the San Juan Basin. At the beginning of the Cretaceous, a major subsidence occurred throughout the Rocky Mountain Geosyncline and Cretaceous seas that transgressed the Jurassic continental deposits. During the Jurassic period abundant vegetation was present. Decay of vegetation produced humic and fulvic acids, which then migrated and were concentrated in channel sands upon burial. In addition to the vegetal material, volcanic tufts that were deposited within the sands yielded uranium into the groundwater. Where reductants and humate concentrated, uranium was reduced, adsorbed, and precipitated from the groundwater resulting in the concentration of mineralization.
Through subsequent uplift and remobilization of groundwater, oxidized solutions re-mobilized the uranium in and concentrated it into rolls or stacked mineralized zones during both the Cretaceous and Tertiary. The Westwater Canyon Member shows a regional pattern of alteration from hematite at a distance from the redox front to limonite in proximity to the front, and finally pyrite at and behind the front.
Structure
The sedimentary rocks of the San Juan Basin form a gently dipping monocline in the Grants-Gallup area known as the Chaco Slope (Brister and Hoffman, 2002). The beds generally dip to the north with localized variations due to undulations and minor deformation. The beds in the project area are gently dipping to the north. Stratigraphic correlations of drill logs, by the authors of the Crownpoint Technical Report, show the dip at both the Crownpoint and Hosta Butte areas to be about 3 degrees to the north northeast. There is a mapped fault in the extreme southeast portion of Section 3, T16N, R13W which displaces mineralization in the Hosta Butte area. No significant faulting was observed based on stratigraphic correlations in the Crownpoint area of the Crownpoint Project
Local Geology
Figure 2 – Geologic Map, shows the regional surficial geology in the vicinity of the Crownpoint Project. At both the Crownpoint and Hosta Butte area within the Crownpoint Project surficial exposures are Cretaceous in age. The Jurassic Morrison Formation, which is the primary uranium host, is found at depth within the immediate project area but is exposed approximately 25 miles to the south of Crownpoint.
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Figure 2 Geological Map
Figure 3 – Type Log, shows the subsurface stratigraphy. This Type Log is from Section 24, T17N, R13W. The Cretaceous Mancos Shale Formation is exposed at the surface and persists to a depth of approximately 1,600 feet to the contact with the Cretaceous Dakota Formation. The Mancos Shale is dominantly a shale unit, but also contains sandstone and coal members.
The Cretaceous Dakota Formation overlies the Morrison Formation and consists of fine to medium grained, well sorted sandstone with siltstone and shale interbeds. The Formation is about 160 feet thick and occasionally hosts uranium mineralization (McCarn, 1997). Within the Crownpoint Project area the Dakota Formation unconformably overlies the Brushy Basin Shale Member of the Morrison Formation which in turn overlies the Westwater Canyon Member. The Type Log, Figure 2 shows the Brushy Basin is about 70 feet thick and consists mostly of mudstone with thin sandstone lenses.
The Westwater Canyon member of the Morrison Formation is the principal host of uranium mineralization in the vicinity of the Crownpoint Project. The Type Log, Figure 2, shows the Westwater Canyon to be approximately 360 feet thick. The Westwater Canyon member is conformably underlain by the Recapture Shale member of the Morrison Formation. Generally drilling within the Crownpoint Project extended into but did not fully penetrate the Recapture Shale.
The authors of the Crownpoint Technical Report reviewed the geologic and lithologic drill hole logs, as well as internal geologic reports and cross sections, for the Crownpoint and Hosta Butte areas of the Crownpoint Project. Based on this review the authors of the Crownpoint Technical Report concluded:
| · | That the individual stratigraphic units at the site are persistent and strongly correlates both at the scale of the various formations and members thereof and within the Westwater Canyon member. |
| · | The contact between the Dakota and Brushy Basin and the central shale unit referred to as the CP shale were used as primary stratigraphic markers. |
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| · | The sand unit immediately above the CP shale was designated the B sand and the sand unit immediately below the CP shale was designated C sand with the upper most sand in the Westwater being designated the A sand and the lowest sand designated the D sand. |
| · | That while the major sand units could be further subdivided, for the purposes of estimating mineral resources use of the major sand breaks provided adequate geologic definition and separation of the zones on mineralization. |
Mineralization
The mineral deposits at Crownpoint and Hosta Butte are roll-front deposits in which uranium mineralization is concentrated at the boundary of oxidized and reduced sandstone units (i.e., redox front) within the host formation. The Crownpoint and Hosta Butte areas occur along sub-parallel redox fronts within the Westwater Canyon and are separated by 2 to 3 miles in which the Westwater Canyon is characteristically oxidized and absent mineralization. Mineralization is locally controlled by stratigraphic variations in the individual zones affecting permeability and consequent ground water flow and geochemical conditions relating to the presence or absence of reluctant.
Figure 3 Type Log
Crownpoint Area
The Crownpoint database represents down hole data from a total of 482 drill holes of which 93 are barren and the remaining 389 drill holes contain mineralization above the minimum cutoff of 0.02 % eU3O8. Within the 389 mineralized drill holes, 873 individual intercepts were present. Figure 4 – Crownpoint Drill Hole and Cross Section Location Map, shows the surface or plan location of drill holes within the Crownpoint area of the Project along with the location of selected cross sections which display the subsurface geology and mineralization in profile.
The historic database, used as the primary data source, consists of eU3O8 radiometric data by half foot increments which was originally developed by Conoco and has been verified by the authors of the Crownpoint Technical Report. For the mineral resource model and estimation, the data was screened. Mineralized intercepts were diluted to a minimum thickness of 2 feet. After dilution only those intercepts having minimum grade of 0.02 % eU3O8 and a minimum GT of 0.10 were used in the estimation. A summary of mineralization reflected in the drill holes follows.
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Mineralization Thickness and Grade
Crownpoint mineralized thickness ranges from the minimum of 2 feet to over 40 feet. Average thickness of all intercepts was 7.6 feet. Average GT of all intercepts was 0.77 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.38 % eU3O8. However, individual half foot grades did exceed 2% eU3O8. Individual mineralized trends may persist for several thousand feet with trend width typically in the range from 100 up to 400 feet.
Mineralization in Section 24, T17N, R13W, occurs in all four of the major zones within the Westwater Canyon.
| · | A zone mineralization is weaker compared to other zones and trends generally east-west. |
| · | B zone mineralization is strong trending generally from northwest to southeast. |
| · | C zone mineralization is strong and exhibits a distinct northwest to southeast trend. |
| · | D zone is the strongest of the mineralized trends and exhibits two trends one sub parallel to the B and C trends and the other roughly perpendicular trending from southwest to northeast. |
Mineralization in Section 19, T17N, R12W, occurs within the B, C, and D zones.
| · | The A zone contains some mineralized intercepts, but they are insufficient in magnitude and extent for mineral resource estimation. |
| · | B and C zone mineralization is prevalent in the southwest portion of section 19 and is continuous with mineralization in Section 24. |
| · | D zone mineralization is stronger and more continuous than the other mineralized trends, exhibits a distinct northwest to southeast trend, and in continuous with mineralization in Section 24. |
| · | In the authors of the Crownpoint Technical Report’s opinion, the B, C, and D mineralized trends likely do extend into the adjacent Section 30, T17N, R12W. However, Section 30 is withdrawn from mineral exploration and there is no direct drill hole data available to confirm this opinion. |
Mineralization in Section 29, T17N, R12W, occurs in all four of the major zones within the Westwater Canyon.
| · | A zone mineralization is strong and has a pronounced east-west trend. |
| · | B zone mineralization is strong trending from northwest to southeast. |
| · | C zone mineralization exhibits two sub-parallel trends trending from northwest to southeast. |
| · | D zone mineralization in Section 29 is weaker than that of either Section 24 or 19 but does reflect the same northwest to southeast trend sub-parallel to both the B and C trends in the section. |
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Figure 4 – CP Drill Hole Location Map
Hosta Butte Area
The Hosta Butte database set represents down hole data from a total of 135 drill holes. Of those 135 drill holes 42 were barren and 93 of the drill holes contained mineralization meeting cutoff criteria as described for the Crownpoint area. Within the 93 mineralized drill holes, 155 individual intercepts were present.
Mineralization Thickness and Grade
Hosta Butte mineralized thickness ranges from the minimum of 2 feet to over 33 feet. Average thickness of all intercepts was 7.4 feet. Average GT of all intercepts was 0.83 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.52 % eU3O8. However, individual half foot grades did exceed 2% eU3O8. Individual mineralized trends may persist for 2,000 thousand feet or more along trend with a width typically in the range of 100 to 300 feet.
Mineralization in Section 3, T16N, R13W, occurs in the B, C, and D zones within the Westwater Canyon.
| · | The A zone contains some mineralized intercepts, but they are insufficient in magnitude and extent for mineral resource estimation. |
| · | B zone mineralization is much weaker than the C and D zones and appears to be concentrated in pods rather than elongated trends. |
| · | C zone mineralization is strong and exhibits a distinct northeast to southwest trend. |
| · | D zone is the stronger of the mineralized trends within the section. The D zone exhibits a generally north south trend and is stacked with the C zone in the central portion of the section. |
Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W
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Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization, but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate. However, drill data from these sections do demonstrate that the host formation, the Westwater Canyon member of the Morrison Formation, is present and gamma anomalies are present in both sections. Of the 14 holes for which data is available for Section 9, T16N, R13W, 6 have anomalous mineralization in some cases up to 10 feet thick, however, the highest grade encountered was 0.029 % eU3O8.
On Section 11, T16N, R13W, data is available from 31 drill holes that shows:
| · | Mineralization on Section 11 is most prevalent in the B and D zones. |
| · | 11 barren drill holes |
| · | 7 are mineralized but have less than 0.10 ft% GT |
| · | 13 with grade > 0.02 % eU3O8 and GT > 0.10 ft% |
| · | Of these 13 mineralized holes 4 exceed a GT of 1.0 ft% |
| · | The best drill hole contains 10.5 feet of mineralization at a grade of 0.234 % eU3O8 |
Deposit Types
Mineral deposits within the project area have been described in the literature as re-distributed uranium mineralization, secondary, and roll-type uranium mineralization. (McLemore, 2010). Mineralization is discordant, asymmetrical, and irregularly shaped and is typically elongated parallel to depositional features. Varying rates of ground water flow controlled by sedimentary facies changes in each stratigraphic zone in the Westwater Canyon produced staked mineralized zones near one another, but not necessarily vertically above or below one another (Peterson, 1980). Mineralization may be found as irregular pods or as the classic c-shaped roll-fronts as depicted in the following figure.

Figure 4 – Typical Roll Front (From McLemore, 2010)
Referring to Figure 4 (McLemore and Chenoweth, 1991), oxidation and reduction zones are shown for the project area in general and the Crownpoint and Hosta Butte areas specifically. In the intervening area between the Crownpoint and Hosta Butte mineralization the host formation is oxidized. The Crownpoint and Hosta Butte mineralization occurs along separate redox fronts which are sub-parallel to one another and trending generally from southeast to northwest.
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Permitting and Licensing
The Atomic Energy Act and Licensing
The NRC is the primary regulatory authority over uranium recovery operations throughout the State of New Mexico, including ISR operations. In 1954, Congress, through the Atomic Energy Act of 1954 (“AEA”), empowered the Atomic Energy Commission (“AEC”), now NRC, to regulate AEA materials (i.e., source, byproduct, and special nuclear materials). Under its AEA authority, the AEC/NRC promulgated 10 C.F.R. Part 40 and, later, Appendix A to Part 40 to implement a regulatory program for uranium recovery operations. At the time of Appendix A’s issuance, conventional mining techniques (underground and open pit) were assumed to be the primary source of uranium production in the United States, and Appendix A was written to reflect that assumption. As ISR techniques have become the prevalent form of uranium recovery in the United States, the NRC has applied relevant portions of Appendix A to ISR licensing as “relevant and appropriate”. ISR uranium recovery licensees also are required to comply with relevant 10 C.F.R. Part 20 radiation protection standards.
Portions of the Project are included within NuFuels’ Source Materials License SUA-1580 for the in-situ recovery (ISR) of uranium which was issued by the US Nuclear Regulatory Commission (NRC) in January 1988. The portion of the Crownpoint Project that is within the SUA-1580 license area includes Crownpoint: all the Section 24, T17N, R13W; all of the Section 29, T17N, R13W; and the SW1/4 of the Section 19, T17N, R13W mineral holdings. Both ISR operations and a central processing facility are licensed at the Crownpoint location. None of the Hosta Butte mineral holdings are within the SUA-1580 license area. If enCore were to operate any form of uranium recovery facility, they would be required to obtain a Source Materials License from the NRC and an aquifer exemption.
As part of the NRC licensing process, an Environmental Impact Statement (EIS), (NUREG -1580, 1997) was completed that included the Crownpoint area. The NuFuels’ license area is located on private lands, federal mining claims, Allotted and surface Trust land, so both the Bureau of Land Management (BLM) and Bureau of Indian Affairs (BIA) were cooperating agencies with respect to the Crownpoint EIS.
The license and EIS were litigated through courts ending in the 10th Circuit Court of Appeals which upheld the license. Ultimately the opponents petitioned the US Supreme Court. The Supreme Court denied the opponents' petition to review the March 2010, 10th Circuit Court of Appeals' ruling. This upheld HRI’s (i.e., NuFuels’) NRC license to conduct ISR uranium mining at the Churchrock/Crownpoint project on November 15, 2010.
Safe Drinking Water Act UIC Permits and Aquifer Exemptions
Underground injection is defined in 40 C.F.R. § 146.3 as “the subsurface emplacement of fluids through a bored, drilled or driven well ....”. Thus, all ISR uranium recovery injection well activities are included. To assure ground water protection, a federal Underground Injection Control (UIC) Program was established under the authority and standards of the federal Safe Drinking Water Act (SDWA) of 1974. This federal program establishes minimum requirements for effective state UIC Programs.
To avoid the burden of dual federal and state (or Indian tribal) regulation, the SDWA allows for the permits issued by the UIC regulatory programs of states and Indian tribes determined eligible for treatment as states to suffice in place of a UIC permit required under the SDWA. States that USEPA has determined to have regulations, laws, and resources in place that meet the federal requirements are referred to as Primacy States. These Primacy States are authorized to run the UIC Program and a UIC permit from a state with primacy suffices in lieu of an EPA-issued permit on the condition the EPA grants, upon request by the permitting state, an aquifer exemption modifying the permitting state’s UIC program. New Mexico has been granted primacy for their UIC program and NMED has jurisdiction under the New Mexico Water Quality Act to regulate UIC activities.
The New Mexico Environmental Department (NMED) administers the EPA approved state UIC program and there the UIC permit is also referred to as a Discharge Plan (DP). The DP assures site-specific compliance with the Ground and Surface Water Quality Regulations. Section 24, T17N, R13W is private land and would require a DP from the NMED.
The Navajo Nation claims regulatory jurisdiction over a significant portion of the Company’s property. The Navajo Nation has been determined eligible for treatment as a state but has not submitted a UIC Class III program for EPA approval. As such, an operator would need to submit a UIC permit application directly to EPA. Despite procedural differences, the substantive requirements of the EPA UIC permit review is very similar to the NM ED. All properties in the Project excluding Crownpoint Section 24, T17N, R13W would require EPA UIC permits.
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A USDW is defined as an aquifer, or portion thereof, which serves as a source of drinking water for human consumption or contains enough water to supply a public water system. A USDW also is defined to contain fewer than 10,000 mg/liter of total dissolved solids. Within this definition, however, some aquifers or portions of aquifers, which can meet the broad regulatory definition of a USDW, may not reasonably be expected to serve as a current or future source of drinking water. As a result, the UIC program regulations allow EPA to exempt mineralized portions of an aquifer from delineation as a USDW and allow for injection into such aquifers or portions thereof.
The USEPA must approve an Agreement States application for aquifer exemption designation for each mine site before any ISR recovery can occur. If a permittee wishes to inject into a USDW for the purpose of recovering minerals (e.g., uranium), a demonstration must be made that the proposed aquifer meets the exemption criteria of 40 C.F.R. 146.4. All properties within the Project would require an Aquifer Exemption from the USEPA.
Before their NRC-licensed ISR uranium recovery operations can commence at any site, a licensee must have obtained a UIC permit and an aquifer exemption for the aquifer or portion of the aquifer wherein ISR mining operations will occur. No UIC permits or Aquifer Exemptions have currently been issued for the Project.
Underground injection is defined in 40 C.F.R. § 146.3 as “the subsurface emplacement of fluids through a bored, drilled or driven well ....”. Thus, all ISR uranium recovery injection well activities are included. To assure ground water protection, a federal Underground Injection Control (UIC) Program was established under the authority and standards of the federal Safe Drinking Water Act (SDWA) of 1974. This federal program establishes minimum requirements for effective state UIC Programs.
To avoid the burden of dual federal and state (or Indian tribal) regulation, the SDWA allows for the permits issued by the UIC regulatory programs of states and Indian tribes determined eligible for treatment as states to suffice in place of a UIC permit required under the SDWA. States that USEPA has determined to have regulations, laws, and resources in place that meet the federal requirements are referred to as Primacy States. These Primacy States are authorized to run the UIC Program and a UIC permit from a state with primacy suffices in lieu of an EPA-issued permit on the condition the EPA grants, upon request by the permitting state, an aquifer exemption modifying the permitting state’s UIC program. New Mexico has been granted primacy for their UIC program and NMED has jurisdiction under the New Mexico Water Quality Act to regulate UIC activities.
The New Mexico Environmental Department (NMED) administers the EPA approved state UIC program and there the UIC permit is also referred to as a Discharge Plan (DP). The DP assures site-specific compliance with the Ground and Surface Water Quality Regulations. Section 24, T17N, R13W is private land and would require a DP from the NMED.
The Navajo Nation claims regulatory jurisdiction over a significant portion of enCore’s property. The Navajo Nation has been determined eligible for treatment as a state but has not submitted a UIC Class III program for EPA approval. As such, an operator would need to submit a UIC permit application directly to EPA. Despite procedural differences, the substantive requirements of the EPA UIC permit review is very similar the NM ED. All properties in the Crownpoint Project excluding Crownpoint Section 24, T17N, R13W would require EPA UIC permits.
A USDW is defined as an aquifer, or portion thereof, which serves as a source of drinking water for human consumption or contains enough water to supply a public water system. A USDW also is defined to contain fewer than 10,000 mg/liter of total dissolved solids. Within this definition, however, some aquifers or portions of aquifers, which can meet the broad regulatory definition of a USDW, may not reasonably be expected to serve as a current or future source of drinking water. As a result, the UIC program regulations allow EPA to exempt mineralized portions of an aquifer from delineation as a USDW and allow for injection into such aquifers or portions thereof.
The USEPA must approve an Agreement States application for aquifer exemption designation for each mine site before any ISR recovery can occur. If a permittee wishes to inject into a USDW for the purpose of recovering minerals (e.g., uranium), a demonstration must be made that the proposed aquifer meets the exemption criteria of 40 C.F.R. 146.4. All properties within in the Crownpoint Project would require an Aquifer Exemption from the USEPA.
Before their NRC-licensed ISR uranium recovery operations can commence at any site, a licensee must have obtained a UIC permit and an aquifer exemption for the aquifer or portion of the aquifer wherein ISR mining operations will occur. No UIC permits or Aquifer Exemptions have currently been issued for the Crownpoint Project.
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Clean Air Act
The New Mexico Environment Department, under the federal Clean Air Act and delegation from EPA, has a permit required from the Air Quality Bureau (AQB). The AQB has authority over air quality in all New Mexico except facilities on Tribal Lands. ISR facilities do not have the potential to create large amounts of fugitive dust or the emission of hazardous air pollutants. However, prior to construction a notice of intent would need to be filed with the Air Quality Bureau for review to assure that a permit is not required. Similar air quality permit requirements would be required by the Navajo Nation for all areas within the Crownpoint Project excluding Section 24, T17N, R13W.
Surface Rights
Much of the surface and mineral estates are separate at both the Hosta Butte and Crownpoint properties of the Project. Excluding Crownpoint Section 24, T17N, R13W, the surface at the Project is owned by the U.S. government in trust for the Navajo Nation. Access and surface use for trust land will require a permit from the BIA as provided for in 25 CFR Part 169 of their regulations. Being a federal government action, like the NRC licensing process, the BIA permitting process would be subject to NEPA.
Water Rights
Under New Mexico law, new water rights are initiated, or existing water rights are changed in point of diversion, or in purpose or place of use, under the administrative authority of the Office of the State Engineer (“OSE”). Water rights for the purpose of conducting ISR operations have been granted to NuFuels for the Section 24, T17N, R13W portion of the Crownpoint area. OSE water rights are not required for all other properties within the Crownpoint Project.
Exploration
To the authors of the Crownpoint Technical Report’s knowledge, no relevant exploration work has been conducted on the property in recent years. In the Crownpoint Project area uranium mineralization is at depths more than 1,500 feet from the surface. The deposition of mineralization is stratigraphically and geochemically controlled. These depositional characteristics are not easily discoverable at depth by other exploration techniques other than drilling.
The Company has not completed any added drilling or other form of exploration on the Crownpoint Project.
Drilling
No Drilling has been conducted on the Crownpoint Project by the Company or on its behalf.
Data available for the preparation of this report included historic data developed by previous owners of the property, predominantly Conoco Minerals Corp. in the 1970’s. This data was verified by the authors of the Crownpoint Technical Report and is considered reliable for the purposes of estimating mineral resources.
Drilling within the Crownpoint area focused on portions of three sections 19 and 29, T17N, R12W and Section 24 T17N, R13W. Within the Crownpoint area 482 rotary drill holes and 37 core holes were completed. Refer to Figure 3.
Drilling within the Hosta Butte area also included three sections, 3, 9, and 11, T16N, R13W. However, the drilling at Hosta Butte focused primarily on Section 3 with 133 rotary holes and 2 cores holes completed. In Sections 9 and 11, T16N, R13W, 14 rotary drill holes and 32 rotary drill holes were completed, respectively.
All drill holes, rotary and core, were logged with downhole geophysical logging equipment for natural gamma, resistivity, and spontaneous self-potential (SP). It is standard practice to derive equivalent uranium values from natural gamma geophysical logs. The Department of Energy maintains standard calibration facilities for this purpose in Grand Junction, Colorado, Casper, Wyoming, and Grants, New Mexico.
Select intervals in the core holes were selected for chemical assay. Sample handling and analytical procedures employed for core samples are described in Section 11 of this report. Portions of the cores have been preserved and have been donated to the Core Research Center (CRC) of the United States Geological Survey (USGS) located at the Denver Federal Center, Denver, Colorado. Select cores were examined by the author of the Crownpoint Technical Report in preparation of this report, as discussed in the Technical Report.
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All drilling was vertical. The formation is relatively flat lying (refer to Section 7) dipping at about 3 degrees to the north northeast. Downhole drift surveys were completed on most of the drill holes and were reviewed by the authors of the Crownpoint Technical Report. Generally, the drill holes tended to drift slightly to the south southwest and perpendicular to the regional dip. The maximum downhole drift observed in review of the drill data was approximately 30 feet in holes completed to approximately 2,500 feet. True depth corrections were made in the drill hole data bases for the project areas. The depth correction was on the order of 10 feet for a 2,000-foot drill hole. Given that the drilling was vertical or near vertical and with a formational dip of 3 degrees or less the thickness of mineralization as measured from the geophysical logs is below 1 percent less the true thickness and was not corrected for while estimating mineral resources.
Crownpoint Area
The Crownpoint data set is composed of a total of 482 drill holes of which 93 are barren and the remaining 389 drill holes contain mineralization above the minimum cutoff. Within the 389 mineralized drill holes, 873 individual intercepts were present. Drill hole spacing within the areas of mineral resource were a nominal average of 150 feet. The historic database, used as the primary data source, consists of eU3O8 radiometric data by half foot increments which was originally developed by Conoco and has been verified by the authors of the Crownpoint Technical Report. The dataset was screened for the mineral resource estimation. Mineralized intercepts were diluted to a minimum thickness of 2 feet. Following dilution only those intercepts having minimum grade of 0.02 % eU3O8 and a minimum GT of 0.10 ft% were used in the estimation. A summary of mineralization reflected in the drill holes follows.
Mineralization Thickness and Grade
Crownpoint mineralized thickness ranges from the minimum of 2 feet to over 40 feet. Average thickness of all intercepts was 7.6 feet. Average GT of all intercepts was 0.77 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.38 % eU3O8. However, individual half foot grades did exceed 2% eU3O8. Individual mineralized trends may persist for several thousand feet along trend with a width typically in the range from 100 up to 400 feet.
Hosta Butte Area
The Hosta Butte data set is composed of a total of 135 drill holes. Of those 135 drill holes 42 were barren and 93 of the drill holes contained mineralization meeting cutoff criteria as described for the Crownpoint area. Within the 93 mineralized drill holes, 155 individual intercepts were present. Drill hole spacing within the areas of mineral resource were a nominal average of 250 feet.
Mineralization Thickness and Grade
Hosta Butte mineralized thickness ranges from the minimum of 2 feet to over 33 feet. Average thickness of all intercepts was 7.4 feet. Average GT of all intercepts was 0.83 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.52 % eU3O8. However, individual half foot grades did exceed 2 % eU3O8. Individual mineralized trends may persist for 2,000 thousand feet or more along the trend having a width typically in the range of 100 to 300 feet.
Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W
Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization, but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate. However, drill data from these sections do demonstrate that the host formation, the Westwater Canyon member of the Morrison Formation, is present and gamma anomalies are present in both sections.
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Sample Preparation, Analyses, and Security
The majority of the sample data available for the evaluation of resources for the Crownpoint Project is the historic geophysical log data. The original geophysical logs have been preserved and were reviewed by the authors of the Crownpoint Technical Report.
All drill holes, rotary and core, were logged with downhole geophysical logging equipment for natural gamma, resistivity, and spontaneous self-potential (SP). It is standard practice to derive equivalent uranium values from natural gamma geophysical logs. The Department of Energy maintains standard calibration facilities for this purpose in Grand Junction, Colorado, Casper, Wyoming, and Grants, New Mexico.
With respect to historic core handling procedures, written procedures for core handling and sample analysis were available along with the original core data records and assay sheets. The zones of interest within the recovered cores were determined by the geophysical logs and scanning of the cores with a scintillometer and then split core samples were taken for analysis. All the samples were assayed using either a Beta Gamma Scaler or an X-ray fluorescence spectrometer in-house at the mine site. Quality control of the on-site assay equipment was provided through an independent laboratory, Hazen Research, which completed fluorometric analysis of select samples including many of the higher-grade samples. Original assay sheets were available for 32 of the 39 cores holes.
Hazen Research (aka Hazen Analytical Laboratory) was then and is now a recognized laboratory of chemical analyses and metallurgical testing. They are an independent facility. The Hazen Analytical Laboratory holds certifications from various state regulatory agencies and from the US Environmental Protection Agency (EPA). According to their website, Hazen maintains a large stock of standard reference materials from the National Institute of Standards and Testing (NIST), the Canada Centre for Mineral and Energy Technology (CANMET), the EPA, and other sources. These materials are used to monitor the accuracy and precision of analytical results.
The great majority of the geophysical logs for Crownpoint were completed by Conoco Minerals using company owned and operated logging units. Less than 5% of the total logs were completed by Geoscience Logging, a commercial vendor. Conoco operated Mount Sopris logging units which were very common in the industry at the time exploration and development was active at these projects. Mount Sopris is still active in the industry as of February 2022. The author of the Crownpoint Technical Report, Beahm, worked for two separate major uranium producers in the 1970’s and 80’s who operated Mount Sopris equipment and is very familiar with their operation and calibration procedures. While at the site the author of the Crownpoint Technical Report, Beahm, met with a former operator of the logging units and discussed Conoco’s general procedures. The procedures included field calibration check of the equipment prior to the logging of each hole is documented on the logs. Routine calibration of the units was performed at the Grants, New Mexico facility operated by the Department of Energy (DOE). Full calibration of the units was done at the more extensive DOE facility in Grand Junction, Colorado. This was done whenever major changes were made to the units (new probes, cabling etc.). K factors, deadtimes and water correction factors were recorded on all the internal calculation sheets and many of the log sheets.
In the authors of the Crownpoint Technical Report’s opinion, the sample preparation, security, and analytical procedures are reliable and adequate.
Data Verification/ Quality Assurance and Quality Control
Crownpoint
Drill cores were donated to the USGS Core Research Center (CRC) located at the Denver Federal Center in Lakewood, Colorado. The author of the Crownpoint Technical Report, Beahm, visited the CRC on May 7, 2012 and reviewed the cores and selected 20 samples from core holes geographically distributed within the Project. The selected samples were sealed in plastic sample bags and labeled by hole, depth, and original sample number. A record of this information was also created. On the same day the samples taken the author of the Crownpoint Technical Report were shipped by Federal Express to Intermountain Labs (IML) in Sheridan, Wyoming for assay. PACE (aka IML) confirmed delivery with a chain of custody by noon the following day. IML is a certified laboratory according to the American Association for Laboratories Accreditation ISO/IEC 17025-2005, certification number 1971.01.
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In addition to being able to examine the cores at the CRC, the author of the Crownpoint Technical Report was able to observe how the cores were preserved. Each half foot of core was sealed in plastic. The bags were labeled for each sample with hole number and depth and stored in core boxes each containing approximately 10 feet of core. The core boxes were also labeled as to hole number and depth. Lost core intervals were marked with wooden blocks which recorded the lost interval. In many of the mineralized zones the bulk of the core was consumed by metallurgical testing. For these portions of the core, approximately 100 grams of prepared sample was preserved in a re-sealable envelope. The envelopes were labeled with hole number and sample number. All sample numbers were unique.
Note that the availability of cores at the CRC can be searched on their website (https://www.usgs.gov/core-research-center). When doing this the core intervals which contained the mineralized zones are not listed. Special permission is needed to examine the cores in their “Hot Room” and access to this portion of the cores required knowledge of the specific zones of interest and the respective hole and core box number.
To independently verify the historic electronic database, a sampling of the geophysical logs, including all the core holes, was interpolated using the half amplitude method (Dodd, 1967). The tabulation and correlation shows the comparisons for 37 drill holes containing 104 mineralized intercepts. The correlation includes application of the appropriate K Factor, deadtime, and water factor. The results are predictable in that the half amplitude method more precisely defines the bed boundaries resulting in a lessor interpolated mineralized thickness than the computer routines. Both methods typically yield similar grade thickness (GT) and thus the half amplitude method has a slightly higher grade than the computer routine. The results for Crownpoint are that the independent analog interpretation yielded a total GT within 3% of the computer database. It is the author of the Crownpoint Technical Report’s conclusion that use of the database will result in an estimation of mineral resources with essentially the same mineral content but with higher tonnage and lower average grade than would be obtained if all data was interpolated form the original logs.
The authors of the Crownpoint Technical Report conclude that the electronic drill hole database available for the Crownpoint portion of the Project is reliable for the purpose of estimating mineral resources.
Hosta Butte
The majority of the geophysical logs for Hosta Butte were completed by Conoco Minerals using company owned and operated logging units. A limited number of logs were completed by Geoscience Logging, a commercial vendor, but they represent less than 5% of the total logs. Conoco operated Mount Sopris logging units which were very common in the industry at the time exploration and development was active at these projects. Mount Sopris is still active in the industry as of January 2022. The author of the Crownpoint Technical Report, Beahm, worked for two separate major uranium producers in the 1970’s and 80’s who operated Mount Sopris equipment and is very familiar with their operation and calibration procedures. While at the site the author of the Crownpoint Technical Report met with a former operator of the logging units and discussed Conoco’s general procedures. The procedures included: 1) field calibration check of the equipment prior to the logging of each hole as documented on the logs, 2) routine calibration of the units at the Grants, New Mexico facility operated by the Department of Energy (DOE), and 3) full calibration of the units at the more extensive DOE facility in Grand Junction, Colorado whenever major changes were made to the units (new probes, cabling etc.). K factors, deadtimes, and water factors were recorded on all the internal calculation sheets and on many of the log sheets.
To independently verify the historic electronic database, a sampling of the geophysical logs, including all the core holes, were interpolated using the half amplitude method (Dodd, 1967). The tabulation and correlation shows the comparisons for 20 drill holes containing 27 mineralized intercepts. The results are predictable in that the half amplitude method more precisely defines the bed boundaries resulting in a lessor interpolated mineralized thickness than the computer routines. Both methods typically yield similar grade thickness (GT) and thus the half amplitude method has a slightly higher grade than the computer routine. Initially the comparison was made using the appropriate corrections for K Factor, deadtime, and water factor. The initial results showed that the water factor had not been applied to the database. When the water factor was applied, the results for Hosta Butte show that the independent analog interpretation yielded a total GT within 1% of the computer database. It is the author of the Crownpoint Technical Report’s conclusion that use of the database should be adjusted for the appropriate water factor (1.12). With this correction, the estimation of mineral resources—with essentially the same mineral content—yields an increase to the total eU3O8 pounds and average grade.
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The author of the Crownpoint Technical Report concludes that the electronic drill hole database available for the Hosta Butte portion of the Project is reliable for the purposes of estimating mineral resources.
Core Assays
Historic written procedures for core handling and sample analysis were available with the core data records. The cores were split through the zones of interest determined by the geophysical logs and scanning of the cores with a scintillometer. All the samples were assayed using either a Beta Gamma Scaler or an X-ray fluorescence spectrometer at the mine site. Quality control of the on-site assay equipment was provided through an independent laboratory, Hazen Research, which completed fluorometric analysis of select samples including many of the higher-grade samples. Original assay sheets were available for 32 of the 35 cores holes. Samples from rotary drilling were collected for the sole purpose of visual lithological logging. Such samples are not suitable for assaying.
The author of the Crownpoint Technical Report, Beahm, visited the CRC on May 7, 2012, and reviewed the cores and selected 20 samples from core holes geographically distributed within the Crownpoint Project. The selected samples were sealed in plastic sample bags and labeled by hole, depth, and original sample number and sent to a certified lab, IML Sheridan, Wyoming, for analysis. Confirmatory results show higher assay values than the historic results. The author of the Crownpoint Technical Report concluded that while the confirmatory data would support a positive adjustment in estimated grade of uranium. However, the use of the historic core assay data is recommended as a conservative, reasonable, and reliable for the purposes of estimating mineral resources for the Crownpoint Project.
Density
In the experience of the author of the Crownpoint Technical Report, bulk unit weights in sandstone hosted uranium deposits in the Colorado Plateau typically range from 14 cubic feet per ton to 17 cubic feet per ton. In 2012, a bulk unit weight of 16 cubic feet per ton or 2.439 tons per cubic meter was assumed for mineral resource calculations of the Crownpoint and Hosta Butte Uranium Project. This assumption was thought to be conservative and was based on data from feasibility studies prepared by previous operators of the Crownpoint Project but was not independently confirmed other than to review the density data available from the core drilling.
A unit weight of 15 cubic feet per ton, or 2.286 tons per cubic meter, was used in 2018 by Laramide Resources Ltd. to evaluate the adjacent Crownpoint Uranium Project (Mathisen 2018). The author of the Crownpoint Technical Report has reviewed the November 2018 technical report by Laramide and concurs that a unit density of 15 cubic feet per ton is a reasonable value for resource calculations of this Project. The unit is well supported in the adjacent property and is reasonable based past mining experience with similar sandstone hosted uranium deposits. As such, 15 cubic feet per ton or 2.287 tons per cubic meter was used in the calculation of the resources for the Technical Report.
Summary
The author of the Crownpoint Technical Report has reviewed the historic procedures followed by the previous operator of the project, Conoco Minerals, including procedures for rotary and core drilling, geophysical logging and log interpretation, sampling, and assays. In addition, the author of the Crownpoint Technical Report has reviewed and verified the work product that was developed for the project including the original geophysical and lithologic logs, sampling records, and original core assay records. It is the author of the Crownpoint Technical Report’s opinion that the procedures, practices, and analytical equipment utilized and/or employed on the Crownpoint Project were consistent with the general industry standards and practices at that time. The author of the Crownpoint Technical Report further concluded that the data utilized in the Technical Report is accurate and reliable for the purposes of the Technical Report.
Mineral Processing and Metallurgical Testing
The author of the Crownpoint Technical Report has reviewed the historical metallurgical testing and the location of the core holes in the Crownpoint portion of the project and can conclude that the core holes were located such as to reflect the geographical distribution of the mineralization and adequately represent the deposit.
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Acid Leach
Metallurgical test results are only available for the Crownpoint portion of the project. The author of the Crownpoint Technical Report is not aware of metallurgical test results for the Hosta Butte portion of the project.
The metallurgical testing of Crownpoint was performed by Hazen Research of Golden, Colorado. In the author of the Crownpoint Technical Report’s opinion, Hazen Research is a reputable firm who was then and is still recognized as one of the premier metallurgical research and testing facilities in the US. Leaching was tested under a variety of conditions primarily with sulfuric acid as the leaching agent. Residual or non-soluble uranium in the test sample assays for 16 separate tests ranged from 0.0007 to 0.024 % U3O8 resulting in recoveries ranging from as high as 99.6 % to a low of 87.6%. The testing concluded that the mineralized material is very amenable to acid leaching and estimated that recoveries would exceed 96%. The reports did not identify any deleterious elements or constituents that could have a material effect on the economic extraction of uranium by acid leaching. Sulfuric acid consumption was relatively low at approximately 65 pounds per ton.
All data with respect to metallurgical testing is of a historic nature and/or may be implied by results from adjacent properties and cannot be directly verified by the author of the Crownpoint Technical Report. However, the author of the Crownpoint Technical Report is familiar with the testing procedures followed and with the independent facilities that completed the testing. As such, the author of the Crownpoint Technical Report concludes that the data is reliable for the purposes of this report.
Alkaline Leach
The viability of alkaline ISR recovery was evaluated by Mobil Exploration and Production Corp. through several tests and a pilot plant located about 3.8 miles northwest of the Company’s Sec 24 T17N R13W portion of its Crownpoint uranium deposit (Vogt, 1984). Following the detailed laboratory testing the pilot plant was successful in producing uranium at a rate that compares favorably with similar current ISL projects. The results of the pilot project demonstrated that the Westwater sandstone hosted uranium mineralization are amenable to alkaline leach chemistry for uranium recovery.
As part of its 1990-1991 ISR-mine permitting work, URI, the parent company of URI, Inc., conducted core drilling across the SE ¼ of Section 24 property. Drill core was studied to determine physical characteristics of the rock, as well as demonstrate the amenability of the mineralized sandstone to ISR of uranium and to determine leach chemistry and expected recovery rates. Testing was also completed to demonstrate that the groundwater could be restored to pre- mining conditions.
Tests were conducted on one cored hole, DH-24-CP8 (4.71/99.45) recovered from the mineralized Jmw-B sand from the Westwater Member of the Jurassic Morrison Formation. Core tests were performed by Hazen Research Inc. of Golden, Colorado, to predict which ions and trace elements would be elevated during recovery operations. Two column leach tests were performed on core from CP-8 by URI’s laboratory in Kingsville, Texas: one at a rate simulating actual leachate flow rates and the other at an accelerated leachate flow rate; and the analytical work was performed by Jordan Laboratories of Corpus Christi, Texas. Water utilized in the leach tests was recovered from aquifers containing uranium mineralization.
Results of the core and leach studies indicate that the Crownpoint deposits are amenable to ISR techniques utilizing the local groundwater fortified with oxygen, sodium bicarbonate (NaHCO3), and hydrogen peroxide (H2O2) leach solutions. (Mathisen, 2018)
At the conclusion of the leaching phase, a restoration test was undertaken. A simulated reverse osmosis test was completed and showed that common ions, including HCO3, Cl and Ca, as well as conductivity, were readily restored to baseline drinking water standards.
Moreover, results of the core and leach studies indicate that the Crownpoint deposits are amenable to ISR techniques utilizing the local groundwater fortified with oxygen, sodium bicarbonate (NaHCO3), and hydrogen peroxide (H2O2) leach solutions.
The data and test results of URI’s alkaline leach testing are of a historic nature and have not been inspected or verified by the Company or the author of the Crownpoint Technical Report of this technical report. The reader should be cautious as there are no assurances the results of the testing will provide for economic recovery of uranium from the Company’s Crownpoint property. However, these results do affirm the conclusions of the pilot ISR project operated by Mobil Exploration and Production in Section 9 (Vogt, 1984).
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Mineral Resource Estimates
The mineral resource estimation by geological interpretation methodology described herein have been employed by the author of the Crownpoint Technical Report for similar projects within sandstone hosted uranium mineralization, while working at operating mines with similarly hosted uranium mineralization. The primary method utilized in estimating uranium mineral resources is the GT contour method which is the CIM method recommended for sandstone hosted deposits such as those within the Project.
The Crownpoint Project is within a well-known mining district. The previous owner had sunk underground shafts and was prepared to start operations in the 1980’s when the commodity price fell sharply. Currently, portions of the Crownpoint Project are within NuFuels’ licensed area for ISR. Although some local opposition is expected, the author of the Crownpoint Technical Report is not aware of any factors including environmental, permitting, taxation, socio-economic, marketing, political, or other factors which would materially affect the mineral resource estimate, herein.
The estimate of mineral resources includes the Crownpoint area located in portions of Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West; and the Hosta Butte area Sections, 3, 9, and 11, Township 16 North, Range 13 West. For the Hosta Butte area mineral resources are calculated only for Section 3. Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate.
Mineral Resource Summary
The mineral resource calculations presented herein have been completed in accordance with CIM Standards and SK 1300 regulations. Based on the drilling density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit, the mineral resource estimate herein meets CIM criteria as an Indicated Mineral Resource. This tabulation shows the total Indicated Mineral Resource and the portion thereof controlled by the Company, i.e., 100% of Hosta Butte and Crownpoint Sections 19 and 29, and 60% of Crownpoint SE ¼ of Section 24. The quantity of Indicated Mineral Resource at a 0.02% eU3O8 grade cutoff and 0.1, 0.25, and 0.5 ft% GT cutoffs is provided in Table 14.3 to illustrate the effect of varying cutoffs. The Indicated Mineral Resource estimate at a 0.02% eU3O8 grade cutoff and variable GT cutoffs, 0.1, 0.25, and 0.5 ft% GT, is provided in Table 14.3, to illustrate the sensitivity of GT cutoff on the estimate. Although each GT cutoff scenario has reasonable prospects of economic extraction the 0.50 ft% GT cutoff for the Indicated Mineral Resource is recommended by the authors of the Crownpoint Technical Report, based upon typical US ISR industry practices. Estimated Indicated Mineral Resources at a 0.02% eU3O8 grade cutoff and 0.50 ft% GT are summarized in Table 2. A discussion of individual resource areas follows. For the summary, only the preferred cutoff criteria is shown.
Table 2 – Total Indicated Mineral Resources
*GT cutoff: Minimum Grade (% eU3O8) x Thickness (Feet) for Grade > 0.02 % eU3O8.
Notes:
1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
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3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4. Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8. Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
In addition to the above Indicated Mineral Resource, Inferred Mineral Resources may be projected, primarily as extensions of the Indicated Mineral Resource, along the geologic trends of the mineralization. By CIM definition, Inferred Mineral Resources are the part of a Mineral Resource for which quantity and grade, or quality can be calculated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. Based on the drill density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit, the following Mineral Resource calculation meets CIM criteria as an Inferred Mineral Resource. The quantity of Inferred Mineral Resource is projected at a 0.02% eU3O8 grade cutoff and estimated at 0.1, 0.25, and 0.5 ft% GT cutoffs using the sensitivity analyses of the indicated portions of the resource. A summary of total Inferred Mineral Resource for the preferred scenario is provided in Table 3. This tabulation shows the total Inferred Mineral Resource and the portion thereof controlled by the Company, i.e., 100% of Hosta Butte and Crownpoint Sections 19 and 29, and 60% of Crownpoint SE ¼ of Section 24. A discussion of individual resource areas follows. The Inferred Mineral Resource tabulation was completed at a grade cutoff of .02 % eU3O8 and a GT cutoff of 0.50 ft%. The authors of the Crownpoint Technical Report expect that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with additional drilling, however, it is not certain that additional exploration will result in discovery of an economic mineral resource on the property and/or demonstrate the continuity of mineralization within the areas of inferred mineral resources necessary for these areas to be classified as indicated mineral resources.
Table 3 – Total Inferred Mineral Resources
*GT cutoff: Minimum Grade (% eU3O8) x Thickness (Feet) for Grade > 0.02 % eU3O8.
Notes:
1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4. Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8. Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
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Crownpoint Area
Mineral resources were calculated by stratigraphic horizon referred in this report as zones, based on geologic interpretation and correlation. These resources are reported at various cutoff grades for Indicated Mineral Resources, to illustrate the effect of varying cutoffs on the mineral resource. The preferred cutoff of 0.50 ft% GT is shaded in each table. The Indicated and Inferred Mineral Resource quantities for the Crownpoint Area of the Crownpoint Project are presented in Tables 4 and 5 for Total Indicated and Inferred Mineral Resources, respectively. Which is inclusive of the 40% undivided interest in Crownpoint SE ¼ of Section 24 that is not controlled by the Company.
| Zone | GT Cutoff |
Pounds | Avg. Grade %eU3O8 |
AVG. Thickness |
Tons |
| A | 0.10 | 2,399,000 | 0.1086 | 7.4 | 1,105,000 |
| 0.25 | 2,227,000 | 0.1223 | 9.4 | 910,000 | |
| 0.50 | 2,007,000 | 0.1359 | 11.0 | 738,000 | |
| B | 0.10 | 3,903,000 | 0.1051 | 7.6 | 1,857,000 |
| 0.25 | 3,647,000 | 0.1150 | 9.7 | 1,585,000 | |
| 0.50 | 3,259,000 | 0.1289 | 11.7 | 1,264,000 | |
| C | 0.10 | 4,856,000 | 0.0895 | 9.3 | 2,712,000 |
| 0.25 | 4,597,000 | 0.0965 | 11.2 | 2,383,000 | |
| 0.50 | 4,052,000 | 0.1085 | 13.7 | 1,867,000 | |
| D | 0.10 | 9,314,000 | 0.1053 | 12.2 | 4,421,000 |
| 0.25 | 9,093,000 | 0.1096 | 14.0 | 4,149,000 | |
| 0.50 | 8,543,000 | 0.1173 | 16.6 | 3,642,000 | |
| Total | 0.10 | 20,471,000 | 0.101 | 10.0 | 10,094,000 |
| Total | 0.25 | 19,565,000 | 0.108 | 12.1 | 9,027,000 |
| Total | 0.50 | 17,860,000 | 0.119 | 14.5 | 7,511,000 |
Table 4 – Indicated Mineral Resources Crownpoint Area
Notes:
1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4. Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8. Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
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| Geologic Zone |
GT |
Tons | Pounds | Avg Grade %eU3O8 |
| Crownpoint A Zone | 0.10 | 118,000 | 316,000 | 0.133 |
| 0.25 | 98,000 | 293,000 | 0.150 | |
| 0.50 | 79,000 | 264,000 | 0.167 | |
| Crownpoint B Zone | 0.10 | 141,000 | 303,000 | 0.108 |
| 0.25 | 120,000 | 283,000 | 0.118 | |
| 0.50 | 96,000 | 253,000 | 0.132 | |
| Crownpoint C Zone | 0.10 | 154,000 | 242,000 | 0.079 |
| 0.25 | 135,000 | 229,000 | 0.085 | |
| 0.50 | 106,000 | 202,000 | 0.095 | |
| Crownpoint D Zone | 0.10 | 378,000 | 656,000 | 0.087 |
| 0.25 | 355,000 | 640,000 | 0.090 | |
| 0.50 | 312,000 | 601,000 | 0.096 | |
| TOTALS INFERRED CROWNPOINT | 0.10 | 791,000 | 1,516,000 | 0.096 |
| 0.25 | 708,000 | 1,445,000 | 0.102 | |
| 0.50 | 593,000 | 1,320,000 | 0.111 |
Table 5 – Inferred Mineral Resources Crownpoint Area
Notes:
1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4. Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8. Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
Hosta Butte Area
Mineral resources were calculated by zone or horizon, based on geologic interpretation and correlation. Mineral resources are reported at various cutoff grades for Indicated Mineral Resources, to illustrate the effect of varying cutoff on the mineral resource. The preferred cutoff of 0.50 ft% GT is shaded in the respective tables. The Inferred and Indicated Mineral Resources tabulated for the Hosta Butte Area of the Project are presented in Tables 6 and 7 for Indicated and Inferred Mineral Resources, respectively. These Indicated and Inferred Mineral Resource quantities are the subject of the independent “Mineral Resource Audit – Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA” dated January 17, 2022. Inferred Mineral Resources are reported only at the 0.10 ft% GT cutoff.
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| Zone | GT Cutoff |
Pounds | Avg. Grade %eU3O8 |
AVG. Thickness |
Tons |
| B | 0.10 | 414,000 | 0.069 | 5.6 | 299,000 |
| 0.25 | 307,000 | 0.079 | 9.0 | 195,000 | |
| 0.50 | 213,000 | 0.107 | 13.9 | 100,000 | |
| C | 0.10 | 2,464,000 | 0.091 | 7.7 | 1,356,000 |
| 0.25 | 2,207,000 | 0.100 | 11.2 | 1,103,000 | |
| 0.50 | 2,001,000 | 0.104 | 13.6 | 964,000 | |
| D | 0.10 | 7,590,000 | 0.121 | 8.4 | 3,135,000 |
| 0.25 | 6,965,000 | 0.149 | 11.5 | 2,339,000 | |
| 0.50 | 6,385,000 | 0.169 | 14.4 | 1,888,000 | |
| Total | 0.10 | 10,468,000 | 0.109 | 8.1 | 4,790,000 |
| 0.25 | 9,479,000 | 0.130 | 11.3 | 3,637,000 | |
| 0.50 | 8,598,000 | 0.146 | 14.1 | 2,952,000 |
Table 6 – Indicated Mineral Resources Hosta Butte Area
Notes:
1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4. Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8. Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
| Geologic Zone |
GT |
Tons | Pounds | Avg Grade %eU3O8 |
| Hosta Butte C Zone | 0.10 | 824,000 | 1,568,000 | 0.095 |
| 0.25 | 670,000 | 1,404,000 | 0.105 | |
| 0.50 | 586,000 | 1,273,000 | 0.109 | |
| Hosta Butte D Zone | 0.10 |
1,396,000 |
3,354,000 |
0.120 |
| 0.25 | 1,042,000 | 3,078,000 | 0.148 | |
| 0.50 | 841,000 | 2,821,000 | 0.168 | |
|
Hosta Butte Area Total Inferred Mineral Resource |
0.10 | 2,220,000 | 4,922,000 | 0.111 |
| 0.25 | 1,712,000 | 4,482,000 | 0.131 | |
| 0.50 | 1,427,000 | 4,094,000 | 0.143 |
Table 7 – Inferred Mineral Resources Hosta Butte Area
Notes:
1. S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2. In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3. Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4. Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8. Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the author of the Crownpoint Technical Report’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
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Resource Estimation Methods
Geologic Model
Geologic interpretation of the mineralized host sands was used, along with the intercepts that met the minimum cutoff grade and thickness, to develop a geologic framework or model within which to quantify the mineral resources at the Project. Each intercept was evaluated based on its geophysical log expression and location relative to adjacent intercepts. Whenever possible, geophysical logs were used to correlate and project intercepts between drill holes. The mineralized envelope was created by using the top and bottom of each intercept that was within the geologic host sands. The intercepts that were used to make this envelope were then used in the resource model via inverse distance squared GT contour method.
Drill spacing within the Crownpoint Project is not uniform. Drill spacing in the Crownpoint Area was completed roughly on 200-foot centers with the nominal average spacing between drill holes in the resource areas at approximately 150 feet. Drill spacing at Hosta Butte area varies from roughly 200-foot centers to over 400-foot centers, with the nominal average drill spacing within the mineral resource areas at approximately 250 feet. Drilling depths at Crownpoint are typically in the range of 2,000 feet. Drilling depths at Hosta Butte is deeper at approximately 2,400 feet on average.
The current geologic and resource model reflects 4 major sand zones over the stratigraphic thickness of approximately 360 feet of the Westwater Canyon. The Westwater Canyon is roughly divided by the CP shale with the B zone immediately above the shale and the C zone immediately below the shale. The A and D zones are the upper and lower most sands of the Westwater Canyon, respectively. Within the Crownpoint Area all four zones are mineralized with the B and D zones being the most prolific and the A zone being the weakest. At Hosta Butte there was not sufficient mineralization in the A zone to support a mineral resource calculation. The D zone was the most strongly mineralized followed by the C and B zones.
Once the data was separated by zone an initial radius influence of 100 feet was applied to each drill hole to establish an initial geologic limit to the projection of mineralization. Refinement of the geologic limit and projection of mineralization along trend was then based on specific correlation and interpretation of geophysical logs on a hole-by-hole basis. The 100-foot radius was determined by correlating geophysical logs across or perpendicular to the observed mineralized trend. Mineralization is clearly anisotropic and can be projected greater distances along trend. For the classification of Indicated Mineral Resource the projection of mineralization along trend was limited to 300 feet. For Inferred Mineral Resources the maximum projection along trend was double to 600 feet.
GT Contour Method
The Indicated Mineral Resource model was completed using the inverse distance squared GT (Grade x Thickness) Contour Modeling Method for each of individual mineralized zones of the deposit. The Contour Modeling Method, also known as the Grade x Thickness (GT) method, is a well-established approach for estimating uranium resources and has been in use since the 1950’s in the US. The technique is most useful in estimating tonnage and average grade of relatively planar bodies where lateral extent of the mineralized body is much greater than its thickness, as was observed with the data at Crownpoint and Hosta Butte.
For tabular and roll front style deposits the GT method provides a clear illustration of the distribution of the thickness and average grade of uranium mineralization. The GT method is particularly applicable to the Crownpoint and Hosta Butte deposits as it can be effective in reducing the undue influence of high-grade or thick intersections as well as the effects of widely spaced, irregularly spaced, or clustered drill holes. This method also makes it possible for the geologist to fit the contour pattern to the geologic interpretation of the deposit.
For each zone within the Crownpoint and Hosta Butte areas of the project, limits of mineralization were determined by interpretation of the drill data. Within these limits the GT and T (Grade x Thickness and Thickness) were contoured. Although an automated contouring program was used to produce the model surface itself, 3-dimensional (3D) limits were established where appropriate to constrain the model. For example, drill holes with GT values several times the average were limited in their influence by manually constructing a set of break lines in the model. The volume of the 3D model is then calculated using CAD program software. To that volume, a bulk unit weight of 15 cubic feet per ton is applied to calculate the pounds of eU3O8. Similarly, the tons are of mineralization are calculated using the same methodology for constructing a 3D model of mineral Thickness (T) within the same area. Grade is then calculated by dividing GT model eU3O8 pounds by T model calculated mineralized tons.
The GT contour method is used as common practice for Mineral Reserve and Mineral Resource modelling for similar sandstone-hosted uranium projects (“Estimation of Mineral Resources and Mineral Reserves”, adopted by CIM November 23, 2003, p 51.). It is the opinion of the author of the Crownpoint Technical Report that the GT contour method, when properly constrained by geologic interpretation, provides an accurate estimation of contained pounds of uranium.
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The current drill hole database consists of:
| · | Crownpoint Area |
| o | 482 drill holes in total of which 93 did not meet minimum cutoff criteria. |
| · | Hosta Butte Area |
| o | 135 drill holes in total of which 42 did not meet minimum cutoff criteria. |
The uranium quantities and grades are reported as equivalent U3O8 (eU3O8), as measured by downhole gamma logging. The industry standard protocol for reporting uranium in sandstone hosted deposits in the US has been validated for the Crownpoint Project.
Cutoff Criteria
It is the author of the Crownpoint Technical Report’s opinion that the recommended minimum cutoff grade of 0.02 % U3O8 and a GT of 0.50 as the cutoff criteria for the estimation of the total in situ mineral resource within the Crownpoint Project is consistent with average cutoff grades used for US based ISR properties that use alkaline leach recovery chemistry. This is the mining method that is licensed by the U.S. Nuclear Regulatory Commission for NuFuels’ adjacent Crownpoint ISR Project. Additionally, Mobil Exploration and Production Corp. conducted an ISR pilot test on Section 9, nearby to the Company’s properties covered in the Report (Vogt, 1984). The outcomes of the pilot project demonstrated the amenability of the Westwater Morrison formation hosted uranium mineralization bodies to ISR uranium recovery using alkaline based leach chemistry.
Commodity Price and Operating Costs
Uranium does not trade on an open market like other commodities. Buyers and sellers negotiate contracts privately. The following is from the Cameco’s web site. Cameco is among the world leaders in uranium production. (https://www.cameco.com/invest/markets/uranium-price)
Cameco calculates industry average prices from the month-end prices published price by UxC and Trade Tech and publishes these prices on their web site. Cameco states a current (September 2025) long term price of $83.00. The authors of the Crownpoint Technical Report have also reviewed uranium prices from recently published PEA and PFS studies for uranium projects and found that commodity prices in excess of US$83.00 were common. Examples include:
| · | Dewey Burdock Project, enCore Energy, PEA, January 6, 2025, average commodity price based on Trade Tech reported prices 2023, US$86.34 per pound. Operating costs including capital write-off and forward operating costs were stated as US$18.72 and US$23.81 per pound, respectively, for a total cost of US$42.53 per pound. https://encoreuranium.com/projects/dewey-burdock-uranium-project/ |
| · | Shirley Basin Project, Ur Energy, SK-1300, March 11, 2024, average commodity price based on Cantor Fitzgerald Canada Corporation, 9/26/2023, PI financial Corp. 10/3/2023 and UxC, LLC Q4 2023, in a range of US$82.46 to US$86.21 per pound. Operating costs including capital write-off and forward operating costs were stated as US$24.44 and US$24.40 per pound, respectively, for a total cost of US$48.84 per pound. https://www.ur-energy.com/projects/shirley-basin |
| · | Church Rock Uranium Project, Laramide Resources Ltd., average commodity price based on Tetra Tech Q3, 2023. The authors of the Crownpoint Technical Report elected to use $US75.00 per pound despite use of the same reference for Dewey burdock which used a price of $US86.43 per pound as stated above. Operating costs were estimated at US$27.70 per pound. Initial capital was estimated at US$47,539 million and life of mine initial and sustaining capital and reclamation and closure costs estimated at Approximately US$270 million. The project is projected to recover some 31.2 million pounds of uranium oxide (80% recovery). Thus the life of mine CAPEX is approximately US$9.00 per pound. |
Thus, the authors of the Crownpoint Technical Report conclude that the use of a long-term commodity price $83.00 per pound price is reasonable for the purposes for this IA is reasonable and that recent studies cited reference a price range of US$75 to US$86 per pound. The authors of the Crownpoint Technical Report further conclude that production costs for comparable projects are in the range of US$36.70 to US$49.00 per pound, with a median cost of approximately US$42.50 per pound. While the commodity price and the production costs are expected to vary, it is the author of the Crownpoint Technical Report’s opinion that use of these factors is reasonable for establishing cutoff criteria based on reasonable prospects for eventual economic extraction. https://laramide.com/projects/crownpoint-churchrock-uranium-project/
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Reasonable Prospects for Economic Extraction
To assess reasonable prospects for eventual economic extraction all areas of mineralization in excess of 0.02% eU3O8 was first considered and then economic cutoff criteria was applied considering ISR extraction including minimum GT and minimum pounds per pattern as follows.
| · | Application of a minimum Grade thickness or GT. |
| o | A minimum GT of 0.50 (feet x %) was used. |
| o | Average thickness 7.5 feet. |
| o | Average grade at minimum GT 0.033 eU3O8. |
| · | In addition, areas of isolated mineralization were screened based on “pounds per pattern criteria” |
| o | Areas not containing a minimum of 4,500 pounds of modeled in situ uranium content were not included in the Indicated Mineral Resource tabulation. |
| o | This criterion is based on anticipated wellfield characteristics including the depth of mineralization and typical costs for installing a minimum wellfield unit or pattern. |
| o | Average grade of estimate indicated mineral resources applying all criteria 0.131 eU3O8. |
This screening criterion was applied to the reported Indicated Mineral resources which is supported by drilling data. The screening criterion was indirectly applied to the Inferred Mineral Resources due to extrapolation of resource areas from the areas of higher drilling density in the Indicated Mineral Resource areas into areas of limited drilling data. This extrapolation was inherently limited to areas directly adjacent to Indicated Resource.
The calculated cut-off GT for the Crownpoint Project was based on modifying factors including metal prices, metallurgical recoveries, operating costs, and other operational constraints (Table 8). Note this calculation shows the minimum grade at the minimum GT and indicates that a lower GT cutoff could be applied. At the resultant average grade of the mineral resource, 0.13 eU3O8, after applying the minimum GT and pounds per pattern criteria the value @ 80% recovery and a price range of US$80 to US$85 per pound is estimated at US$167.68 to US$178.16 per pound well in excess of anticipated costs.
Table 8: Minimum GT cutoff Criteria Economic Justification
Radiometric Equilibrium
General
Radioactive isotopes decay until they reach a stable non-radioactive state. The radioactive decay products are of two general categories the first being the sub-atomic energy generating product (i.e., the radiation) and the second being the atomic isotope. Decay product isotopes are referred to as daughters and occur down what is known as a decay chain. When all the decay products are maintained in close association with the primary uranium isotope U238 for the order of a million years or more the decay chain will reach equilibrium with the parent isotope; meaning that the daughter isotopes will be decaying in the same quantity as they are being created (McKay, 2007).
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An otherwise equilibrated decay system may be put into a state of disequilibrium when one or more decay products are mobilized and removed from the system because of differences in solubility between uranium and its daughter isotopes. In addition, both the primary isotope of uranium U238 and its daughters emit different forms of radiation as they decay. The primary field instruments for the indirect measurement of uranium, either surface or down-hole probes, measure gamma radiation. Within the uranium decay the gamma emitting elements are primarily Radium226, Bismuth214, and Uranium with Radium226 being the dominant source of gamma radiation.
Disequilibrium is considered positive when there is higher proportion of uranium present compared to daughters and negative where daughters are accumulated, and uranium is depleted. The disequilibrium factor (DEF) is determined by comparing radiometric equivalent uranium grade eU3O8 to chemical uranium grade. Radiometric equilibrium is represented by a DEF of 1, positive radiometric equilibrium by a factor greater than 1, and negative radiometric equilibrium by a factor of less than 1.
Except in cases where uranium mineralization is exposed to strongly oxidized conditions, most of the sandstone roll-front deposits reasonably approximate radiometric equilibrium. Disequilibrium is normally spatially variable in sandstone-hosted deposits. The nose of a roll front deposit tends to have the most positive DEF and the tails of a roll-front would tend to have the lowest DEF (Davis, 1969).
DEF Determination
Disequilibrium conditions at the Crownpoint Project were evaluated based on available data from twenty-five of the core holes which had sufficient mineralized thicknesses and grades and had sufficient core recovery to be used to determine a disequilibrium factor (DEF). The data available for the evaluation consisted of radiometric equivalent data from down hole geophysical logging and core assays which included both original geophysical logs and original chemical assay sheets. This data is of a historic nature but was verified as discussed in Section 12.
The author of the Crownpoint Technical Report developed a comparison of radiometric and core data. The results show some variation in the DEF with an overall factor of 1.05 based on linear regression analysis or 1.07 based on total GT. Note the correlation of radiometric and chemical assay values was very high with a R2 coefficient of 0.99 (a coefficient of 1 is perfect correlation).
While the data would support a positive adjustment of observed uranium grades, the author of the Crownpoint Technical Report recommends that a 1:1 factor is conservative and reasonable.
Risks
The authors of the Crownpoint Technical Report are not aware of environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors which would materially affect the mineral resource estimates, provided the conditions of all mineral leases and options, and relevant operating permits and licenses are met.
Previous permitting and licensing efforts in the Crownpoint area met with significant public resistance and lack of acceptance. This resistance could lead to permitting delays, increased legal costs, or otherwise affect the Crownpoint Project’s development timeline. Additional costs and timelines would be expected for community engagement, education, awareness and public input.
Readers are cautioned that any estimate of forward cost or commodity price is by its nature forward-looking. It would be unreasonable to rely on any such forward-looking statements and information as creating any legal rights. The statements and information are not guarantees and may involve known and unknown risks and uncertainties, and actual results are likely to differ (and may differ materially) and objectives and strategies may differ or change from those expressed or implied in the forward-looking statements or information as a result of various factors. Such risks and uncertainties include risks generally encountered in the exploration, development, operation, and closure of mineral properties and processing facilities. Forward-looking statements are subject to a variety of known and unknown risks and uncertainties.
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Interpretation and Conclusions
Available data used in this report has been verified and in the opinion of the author of the Crownpoint Technical Report it is reliable for the purposes of estimating mineral resources for the Crownpoint Project. This data supports the mineral resource estimation and categorization for the Crownpoint Project including an Indicated and Inferred Mineral Resources. A portion of the project is jointly held by NuFuels and mineral resources in this area have accounted for the relative percentage of ownership.
The portion of the Crownpoint Project with defined Indicated Mineral Resources would support a preliminary economic assessment or preliminary feasibility study (PFS).
The technical risks related to the project are low as the mining and recovery methods are proven. In the opinion of the author of the Crownpoint Technical Report, the Crownpoint Project could be developed as either ISR or conventional underground-mine operation as the economic cutoff criteria for ISR at shallow depths, under 500 feet, similar to those for conventional underground mines and the Crownpoint property contains existing underground infrastructure. It is the opinion of the authors of the Crownpoint Technical Report that the ISR method will be more straightforward to permit and offers a lower cost of production than a conventional underground. Thus, ISR is the preferred scenario.
There is a risk that the Crownpoint Project will face local resistance as was the case with previous permitting and licensing efforts. This resistance could lead to permitting delays, increased legal costs, or otherwise affect the Project’s development timeline. Additional costs and timelines would be expected for community engagement, education, awareness and public input.
The author of the Crownpoint Technical Report is not aware of any other specific risks or uncertainties that might significantly affect the mineral resource estimates. Any estimation or reference to costs and uranium prices within the context of this report over the potential life of mine are by its nature forward-looking and subject to various risks and uncertainties. No forward-looking statement can be guaranteed, and actual future results may vary materially.
Recommendations
The following recommendations relate to potential improvement and/or advancement of the Crownpoint Project and fall within two categories; recommendations to potentially enhance the resource base and recommendation to advance the Crownpoint Project towards development, which may be conducted contemporaneously. It is recommended that the Company conduct a LIDAR or similar survey of both sites to identify and locate any visible hole makers, compare the locations and elevations to historical survey records, and rectify all drill hole locations to current coordinate systems.
Recommended Program to Increase Resource Base
Crownpoint
Mineralization within the Crownpoint portion of the Project is well defined by drilling. For this and other considerations discussed in this report over 90% of the mineral resources are classified as Indicated Mineral Resources. In some areas additional drilling could be recommended to possibly enhance the resource base.
Hosta Butte
For the Hosta Butte portion of the Project, drilling is sparser and as a result the mineral resources are classified as approximately 70% Indicated and 30% Inferred Mineral Resources. Referring to the GT Contour Figures included in the Technical Report for Hosta Butte, targeted drilling in the areas where Inferred Mineral Resources have been projected along the mineralized trend could enhance the resources base by elevating the resource category. In addition, specifically regarding the B Zone, in the southwest portion of Section 3, T16N, R13W, drilling is sparse 400 foot spacing or greater which is greater than the width of the B Zone trend. Drilling in this area has the potential of expanding the resource along some 1,500 to 2,000 feet in this area. In addition, a minimum of two core holes are recommended to be completed in Section 3. With one targeting the B Zone and the other the D Zone. In addition to evaluating radiometric equilibrium conditions, the cores should be tested for general engineering properties including dry density and compressive strength, porosity, and permeability, and for amenability to acid and alkaline leaching.
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It is anticipated that drilling will be on the order of US$15,000 per rotary drill hole at Hosta Butte including drilling and geophysical logging costs and site supervision. Depending on the core interval lengths, core drilling would add up to US$5,000 per hole. General sample testing, assays, engineering, and metallurgical studies would cost a minimum of US$100,000. Based on a drilling program consisting of 20 rotary and 2 core holes and allowing a contingency for items such as site clearances and access the costs including testing would be on the order of US$440,000. A scoping study to assess the date recovered under this work would assess the project economics, mine plan, and regulatory approach to advance the project, and that is estimated to cost US$250,000.
Also, within the Hosta Butte area historic drilling indicates the presence of significant uranium mineralization in both the B and D Zones within Section 11, T16N, R13W. Completion of a detailed geologic investigation of for this area is recommended to determine potential targets for exploration. Specific drilling cannot be recommended until this investigation is complete. The cost of this investigation would be on the order of US$75,000. Dependent on positive recommendations from the review of the Phase 1 of work a second drilling program of the nature described for Section 11 would follow in a phased approach with an approximate cost of US$400,000.
Finally, presuming that the drilling program(s) are successful in enhancing the mineral resources the Technical Report would need to be updated.
The reader is cautioned that additional drilling may or may not enhance and/or expand the mineral resources depending upon the results of the drilling.
Recommended Programs to Advance the Project
No current preliminary economic assessment of the Project and/or feasibility study has been completed for the Project. The portions of the mineral resource base classified as Indicated Mineral Resource would support a preliminary economic assessment or preliminary feasibility study (PFS). A PFS of the project would not be dependent upon the foregoing recommendations related to the resource base as, in the author of the Crownpoint Technical Report’s opinion the resource base as defined by the Indicated Mineral Resource is adequate to support a PFS. For the PFS it is recommended that the Crownpoint area be evaluated in greater detail as the first area to be developed followed by Hosta Butte. It is further recommended that work towards a preliminary feasibility study be phased beginning with a scoping study to develop a conceptual mine plan and evaluate alternatives. These alternatives should include both ISR and conventional means of recovery. The scoping study should also define the data necessary to support the completion of a preliminary feasibility study and the determination of probable mineral reserves. Based on the results of the scoping study a preliminary feasibility study could then be completed. Finally, a Technical Report would be prepared which addresses the probable mineral reserves and all other required items.
A summary of recommended work and estimated costs follows:
| Recommendation Costs Phase 1 | ||||
| Recommended Work Item | Estimated Budget | |||
| LIDAR survey of drill hole locations | US$ | 50,000 | ||
| Hosta Butte Section 3 Drilling | US$ | 440,000 | ||
| Hosta Butte Section 11 Geologic Investigation | US$ | 75,000 | ||
| Scoping Study | US$ | 250,000 | ||
| Total: | US$ | 815,000 | ||
| Recommendation Costs Phase 2 | ||||
| Recommended Work Item | Estimated Budget | |||
| Hosta Butte Site Access Improvement | US$ | 250,000 | ||
| Hosta Butte Section 11 Drilling | US$ | 400,000 | ||
| Hosta Butte Section 9 Drilling | US$ | 400,000 | ||
| Crownpoint and Hosta Butte Data Collection and Technical Studies | US$ | 250,000 | ||
| Crownpoint and Hosta Butte Preliminary Feasibility Study | US$ | 950,000 | ||
| Crownpoint and Hosta Butte Update Technical Report | US$ | 100,000 | ||
| Total: | US$ | 2,350,000 | ||
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Other Projects
The Company, through its subsidiaries, holds a number of other uranium properties in McKinley County, specifically the Nose Rock, West Largo, Ambrosia Lake, Treeline and Mount Taylor projects. These projects were acquired from enCore with the Crownpoint Project, and are not currently material properties of the Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes thereto, included herein. Those financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Financials Standards Board and, among other things, include more detailed information regarding the basis of presentation for the following information. All dollar amounts are in Canadian dollars.
Operational Highlights
At December 31, 2025 we had a net working capital of $544,408 (September 30, 2025 – $574,686). We had cash and cash equivalents of $605,403 (September 30, 2025 - $606,725). Working capital decreased during the three months ended December 31, 2025 because ongoing operating expenses and professional fees exceeded interest earned.
At September 30, 2025, we had a net working capital of C$574,686 (September 30, 2024 – C$576,613). We had cash and cash equivalents of C$606,725 (September 30, 2024 - C$598,838). Working capital decreased during year ended September 30, 2025 because ongoing operating expenses and professional fees exceeded interest earned.
We have sufficient capital to meet its ongoing operating expenses and continue to meet its obligations on our current projects for the twelve-month period ending September 30, 2026. Management may increase or decrease budgeted expenditures depending on results and ongoing volatility in the economic environment. See “Liquidity and Capital Resources” below.
Results of Operations – three months ended – December 31, 2025
We recorded a net loss and comprehensive loss of $30,278 (December 21, 2024 – gain $6,078) during the three months ended December 31, 2025.
The net loss for the three months ended December 31, 2025 is represented by the following income and expenses incurred in the period:
| Interest income | $ | (3,893 | ) | |
| Operating, general and administrative | 4,324 | |||
| Professional fees | 29,847 | |||
| $ | 30,278 |
During the three month period ended December 31, 2025, we incurred expenses related to ongoing administration.
Results of Operations – Three Months Ended September 30, 2025
We recorded a net loss and comprehensive loss of C$10,496 (September 30, 2024 - C$8,654) during the three months ended September 30, 2025.
The net loss for the three months ended September 30, 2025 is represented by the following income and expenses incurred in the period:
| Interest income | C$ | (3,897 | ) | |
| Operating, general and administrative | - | |||
| Professional fees | 14,393 | |||
| C$ | 10,496 |
During the three month period ended September 30, 2025, we incurred expenses related to ongoing administration.
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| Quarterly Financial Results (Canadian dollars) Quarter Ended | Revenue | Income / (Loss) | Income/ (Loss) per share | |||||||||
| December 31, 2025 | - | (30,278 | ) | (0.00 | ) | |||||||
| September 30, 2025 | - | (10,496 | ) | (0.00 | ) | |||||||
| June 30, 2025 | - | 3,381 | (0.00 | ) | ||||||||
| March 31, 2025 | - | (3,720 | ) | (0.00 | ) | |||||||
| December 31, 2024 | - | 6,078 | 0.00 | |||||||||
| September 30, 2024 | - | (8,654 | ) | (0.00 | ) | |||||||
| June 30, 2024 | - | 5,536 | 0.00 | |||||||||
| March 31, 2024 | - | (3,403 | ) | (0.00 | ) | |||||||
| December 31, 2023 | - | 5,370 | 0.00 | |||||||||
Results of Operations – Year Ended September 30, 2025
We recorded net loss and comprehensive loss of C$4,757 (September 30, 2024 - C$1,151) during the year ended September 30, 2025.
The net loss for the year ended September 30, 2025 is represented by the following income and expenses incurred in the period:
| Interest income | C$ | (19,197) | ||
| Operating, general and administrative | 9,561 | |||
| Professional fees | 14,393 | |||
| C$ | 4,757 |
During the year ended September 30, 2025, we incurred expenses related to ongoing administration.
Liquidity and capital resources
As at December 31, 2025, we had cash and cash equivalents of $605,403 (September 30, 2025 - $ 606,725).
As of December 31, 2025 we had total liabilities of $73,707 (September 30, 2025 - $40,882).
Shareholder equity decreased to $544,408 as at December 31, 2025 (September 30, 2025 - $574,686).
As at September 30, 2025, we had cash and cash equivalents of C$606,725 (September 30, 2024 - C$ 598,838).
As of September 30, 2025 we had total liabilities of C$40,882 (September 30, 2024 - C$36,804).
Shareholder equity decreased to C$574,686 as at September 30, 2025 (September 30, 2024 - C$576,613).
Segmented Information
We had a single reportable geographic segment – Canada – and all of our assets are located in Canada.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements.
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Investor Relations
During the three months ended December 31, 2025, our management handled the Company’s investor relations activities.
During the year ended September 30, 2025, our management handled the Company’s investor relations activities.
Outstanding Share Capital as at December 31, 2025
(a) Authorized
Unlimited number of common shares
Unlimited number of special shares
(b) Issued
7,277,777 common shares
(b.1) IPO shares
On November 16, 2022, the Corporation completed an Initial Public Offering (the “Offering”) of 1,641,413 common shares at $0.15 per common share for gross proceeds of $250,000 pursuant to a prospectus dated November 07, 2022. The Corporation paid share issuance costs of $39,857 and prior to listing, granted the agent 114,899 compensation options to purchase common shares at a price of $0.15 per common share for a period ending twenty-four months from the date the Corporation’s common shares are listed on the Exchange. The cash raised from the Offering will be primarily used to pursue a Qualifying Transaction.
On November 16, 2022, at the closing of the Offering and prior to listing, the Corporation granted stock options to directors and officers of the Corporation to acquire up to an aggregate of 722,222 common shares at an exercise price of $0.15 valued at $83,233 expiring after five years on November 16, 2027, vesting immediately.
Subsequent to December 31, 2025, 722,222 stock options and compensation warrants were exercised for proceeds of $110,000.
(b.2) Escrowed shares:
On September 19, 2022 the Corporation issued 5,580,803 common shares at $0.08 per share for total proceeds of $425,000.
The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed Common Shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.
All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.
All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be escrowed.
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(b.3) Common shares:
On August 2, 2023 the Corporation issued an aggregate of 2,978 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $454.
On March 22, 2024 the Corporation issued an aggregate of 34,000 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $5,178.
On November 14, 2024 the Corporation issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $2,830.
Outstanding Share Capital as at September 30, 2025
(a) Authorized
Unlimited number of common shares
Unlimited number of special shares
(b) Issued
7,277,777 common shares
C$638,725
(b.1) IPO shares
On November 16, 2022, we completed an Initial Public Offering (the “Offering”) of 1,641,413 common shares at C$0.15 per common share for gross proceeds of C$250,000 pursuant to a prospectus dated November 07, 2022. We paid share issuance costs of C$39,857 and prior to listing, granted the agent 114,899 compensation options to purchase common shares at a price of C$0.15 per common share for a period ending twenty-four months from the date our common shares are listed on the TSXV. The cash raised from the Offering will be primarily used to pursue a Qualifying Transaction.
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On November 16, 2022, at the closing of the Offering and prior to listing, we granted stock options to our directors and officers to acquire up to an aggregate of 722,222 common shares at an exercise price of C$0.15 valued at C$83,233 expiring after five years on November 16, 2027, vesting immediately.
(b.2) Escrowed shares:
On September 19, 2022 we issued 5,580,803 common shares at C$0.08 per share for total proceeds of C$425,000.
The issued and outstanding common shares will be held in escrow pursuant to the requirements of the TSXV. 25% of the escrowed common shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.
All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.
All our common shares acquired in the secondary market prior to the completion of a Qualifying Transaction by a control person, as defined in the policies of the TSXV, are required to be deposited in escrow. Subject to certain permitted exemptions, all of our securities held by principals of the resulting issuer will also be escrowed.
(b.3) Common shares:
On August 2, 2023 we issued an aggregate of 2,978 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of C$454.
On March 22, 2024 we issued an aggregate of 34,000 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of C$5,178.
On November 14, 2024 we issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of C$2,830.
Transactions with Related Parties
There were no transactions with related parties during three months ended December 31, 2025 and 2024.
There were no transactions with related parties during the years ended September 30, 2025 and 2024.
Financial Instruments
The carrying values of cash, amounts receivable, and accounts payable and accrued liabilities approximate fair value due to the relatively short term maturities of these instruments.
Management of Capital
Our objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.
We include equity, comprised of issued common shares, in the definition of capital.
Our primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, we may attempt to raise additional funds through the issuance of equity or by securing strategic partners.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to C$3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a Qualifying Transaction by us as defined under the policies of the TSXV.
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Contingency
There is no assurance that we will identify a business or asset that warrants acquisition or participation within the time limitations permissible under the policies of the TSXV, at which time the TSXV may suspend or de-list the Corporation’s shares from trading.
Risk Disclosures and Fair Value
Our financial instruments, consisting of cash, amounts receivable and accounts payable and accrued liabilities approximates fair value due to the relatively short-term maturities of the instrument. It is management’s opinion that we are not exposed to significant interest, currency or credit risks arising from these financial instruments.
Outlook
Wen believe that we have sufficient cash and capital resources.
Significant Event
On November 25, 2025, we entered into the Amalgamation Agreement with respect to the Transaction with Former Verdera. Former Verdera is a mining company incorporated under the laws of British Columbia, Canada focused on the exploration of uranium assets in New Mexico, led by a team with extensive experience in the Uranium and natural resources sector.
The purpose of the Transaction was the creation of a public, TSXV-listed, company to expand and explore Former Verdera’s uranium assets in New Mexico. We intended that the Transaction would constitute our Qualifying Transaction, as such term is defined in policy 2.4 of the TSXV. Upon completion of the Transaction, we changed our name to Verdera Energy Corp. and are listed as a Tier 1 Issuer on the TSXV. On November 26, 2025, trading in our common shares was voluntarily halted pending completion or termination of the Transaction. Upon closing of the Transaction on February 20, 2026, trading in the common shares commenced on February 24, 2026 under the symbol “V”.
In connection with the Transaction, we and Former Verdera announced we had entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP (together the "Co-Lead Agents"), on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together, the "Agents") pursuant to which Former Verdera has launched a "commercially reasonable efforts offering" of subscription receipts of Former Verdera ("Subscription Receipts") for C$1 per subscription receipt for aggregate gross proceeds of C$20 million (the "Offering"). Former Verdera paid the Agents a commission of 5% of the gross proceeds raised in the Offering (the "Agent's Fee") and issued the Agents broker warrants ("Broker Warrants") equivalent to 4% of the total number of Subscription Receipts sold, with each Broker Warrant being exercisable at a price of C$1.00 for a period of 18 months from the date of closing of the Transaction.
A portion of the Offering was completed on a private placement basis through the issuance of subscription receipts or our common shares with appropriate adjustments for the share consolidation (the “Private Placement”). The Private Placement is subject to a hold period expiring four months plus one day from the closing of the Private Placement.
PowerOne Capital Markets Limited (“PowerOne”) acted as an advisor to Former Verdera in connection with the Transaction and PowerOne received cash and securities-based compensation as compensation for so acting from Former Verdera. PowerOne is considered a related and connected issuer to us because: (i) officers and directors of PowerOne own, control or direct more than 20% of our issued and outstanding common shares, assuming the exercise of our options that they own and no other convertible securities; and (ii) officers and directors of PowerOne are our officers and directors. The terms of the Transaction were determined by Former Verdera and us, and no compensation from the 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 us following the closing of the Transaction 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 agree to.
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Former Verdera Discussion
The following discussion and analysis of Former Verdera’s financial condition and results of operations should be read in conjunction with its consolidated financial statements and the notes thereto, included herein. Those financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Financials Standards Board and, among other things, include more detailed information regarding the basis of presentation for the following information. All dollar amounts are in Canadian dollars unless otherwise indicated.
Exploration and Evaluation Assets
Uranium Projects
On April 9, 2025, Former Verdera completed the acquisition of 100% of the shares of NM Energy Holding Canada Corp (“NM Canada”), a private British Columbia company that owns NM Energy Holding Corp. (Texas) (“NM Texas”), a corporation existing under the laws of Texas (the “NM Transaction”). NM Texas owns the Crownpoint, Hosta Butte, Nose Rock, West Largo and Ambrosia Lake/Treeline uranium projects located in New Mexico, USA.
In accordance with the terms of the NM Transaction, Former Verdera issued 50,000,000 preferred shares to enCore at a fair value of C$10,000,000 and paid US$350,000 (C$503,867) cash. enCore was also granted a 2% NSR royalty on uranium and other minerals from the properties.
Corporate Events
Significant events from inception on September 27, 2024 through to end of September 30, 2025 and subsequent period through date of this prospectus
On November 1, 2024, Former Verdera completed a non-brokered private placement, issuing 4,320,000 common shares at a price of $0.10 per share, for proceeds of C$432,000.
On December 18, 2024, Former Verdera completed a non-brokered private placement, issuing 12,931,000 common shares at a price of C$0.20 per share, for proceeds of C$2,586,200.
In July 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 1,100,000 common shares at a price of C$0.20 per share for proceeds of C$220,000.
In September 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 11,977,000 common shares at a price of C$0.50 per share for proceeds of C$5,988,500.
On November 2, 2025, Former Verdera entered into a Letter of Intent (the “LOI”) with the Company pursuant to which the Company will acquire all of the issued and outstanding securities of Verdera by way of an amalgamation (the “Transaction”). Under the terms of the Transaction, holders of the common and Class A Preferred shares of Former Verdera received one common share of the Company for each share of Former Verdera issued and outstanding. In connection with the Transaction, Verdera and the Company completed a financing of subscription receipts convertible into common shares of the Company at an offering price of C$1.00 per subscription receipt for proceeds of up to C$20,000,000. For accounting purposes, the Transaction constituted a reverse takeover, as the shareholders of Former Verdera acquired control of the consolidated entity upon the completion of the Transaction. The reverse takeover did not constitute a business combination under IFRS 3 and will be accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. Former Verdera will be treated as the accounting parent (legal subsidiary), and the Company will be treated as the accounting subsidiary (legal parent).
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On November 25, 2025, Former Verdera entered into an amalgamation agreement with the Company and SubCo, pursuant to which the Company would acquire all of the issued and outstanding securities of Former Verdera by way of a three-cornered amalgamation. Under the terms of the Transaction, Former Verdera amalgamated with SubCo, forming Verdera Energy Holdings Inc., a wholly-owned subsidiary of the Company and the holders of the common and Class A Preferred shares of Former Verdera received one common share of the Company for each share of Former Verdera issued and outstanding. Former Verdera’s shareholders approved the Transaction on January 8, 2026.
In connection with the Transaction, on February 12, 2026, Former Verdera (17,330,000 subscription receipts) and the Company (2,670,000 subscription receipts) completed a financing of 20,000,000 subscription receipts convertible into common shares of the Company at an offering price of $1.00 per subscription receipt for proceeds of up to $20,000,000 (the “Offering”). Former Verdera entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP, acting as co-lead agents, on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (collectively, the “Agents”), granting the Agents an option, exercisable up to 48 hours prior to the closing of the Offering, to purchase up to an additional 15% subscription receipts (up to 3,000,000 additional subscription receipts) for additional gross proceeds of up to $3,000,000 – this option was not exercised. In connection with the Offering, Former Verdera would pay the Agents a $1,000,000 cash commission, with half, $500,000, paid upon closing along with $126,730 in Agents’ expenses, and issued the Agents 800,000 broker subscription receipts, which will convert upon completion of the Transaction to broker warrants exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction.
Pursuant to the Transaction, the Company paid an advisor 1.5% of the gross proceeds of the Offering and grant compensation options equal to 1.5% of the total number of subscription receipts sold, with each compensation option exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. The Company also granted to another advisor 250,000 common shares.
For accounting purposes, the Transaction constitutes a reverse takeover, as the shareholders of Former Verdera will acquire control of the consolidated entity upon the completion of the Transaction. The reverse takeover will not constitute a business combination under IFRS 3 and will be accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. Former Verdera is treated as the accounting parent (legal subsidiary), and the Company is treated as the accounting subsidiary (legal parent) on closing of the Transaction.
On January 6, 2026, NM Texas entered into a premises lease agreement with a term of three years, commencing January 1, 2026 and ending December 31, 2028. Pursuant to this agreement, NM Texas has a commitment to lease commercial premises at base rent rates of US$6,600, US$26,598, US$27,396 and US$21,006 during the years ended March 31, 2026, 2027, 2028 and 2029, respectively, and pay NM Texas’s pro-rata share of operating expenses and taxes under the lease.
On January 12, 2026, Former Verdera closed a data purchase agreement to acquire the New Mexico Kerr McGee Data for the price of $696,550 (US$500,000) and issuance of 650,000 common shares at a fair value of $325,000. The agreement includes a price protection for the shares issued. If Former Verdera’s public offering price is less than $1.00 per share, additional shares will be issued to ensure the total value of the 650,000 common shares is equivalent to a minimum of $1.00 per share upon the completion of the offering. Additionally, Former Verdera agreed to enter into a consulting agreement involving the grant of 100,000 stock options, to be issued within 15 days following Former Verdera’s go-public transaction.
On February 17, 2026, 250,000 stock options were exercised for aggregate gross proceeds of $40,000, resulting in the issuance of 250,000 common shares.
On March 27, 2026, the Company granted 1,840,000 stock options to certain directors, officers and consultants of the Company, exercisable at a price of $1.00 per share and expiring five years from the date of grant. The options will vest as to 25% on the date of grant, with the remaining options vesting in equal instalment of 25% every six months thereafter.
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Results from Operations
Summary of Quarterly Results December 31, 2024 through December 31, 2025
The following table summarizes the results of operations for the most recent quarters since December 31, 2024:
| December 31, 2025 (C$) | September 30, 2025 (C$) | June 30, 2025 (C$) | March 31, 2025 (C$) | December 31, 2024 (C$) | ||||||||||||||||
| Revenue | C$ | Nil | C$ | Nil | C$ | Nil | C$ | Nil | C$ | Nil | ||||||||||
| Loss and comprehensive loss for the period | (418,679 | ) | (663,229 | ) | (247,191 | ) | (259,238 | ) | (129,867 | ) | ||||||||||
| Loss per share | (0.01 | ) | (0.03 | ) | (0.01 | ) | (0.02 | ) | (0.03 | ) | ||||||||||
Results for the nine months ended December 31, 2025
Former Verdera incurred a net loss of $1,329,099 for the nine months ended December 31, 2025 compared to a net loss of $129,867 from incorporation on September 27, 2024 to December 31, 2024. As Former Verdera was newly formed in the comparative period, there are limited comparative period amounts.
Notable expenses in the current period include:
| · | Share-based payments of $651,995 for the nine months ended December 31, 2025, compared to $94,776 for the prior period. The difference is due to the various options granted in the current period valued using the Black-Scholes Pricing Model. |
| · | Accounting and audit of $79,200 (2024 - $Nil), consulting of $87,189 (2024 - $Nil), management fees of $160,768 (2024 - $Nil), legal fees of $51,528 (2024 - $11,134), and office and administration of $150,905 (2024 - $10,747) for the nine months ended December 31, 2025. |
Results for the three months ended December 31, 2025
Former Verdera incurred a net loss of $418,679 for the three months ended December 31, 2025 compared to a net loss of $129,867 for the three months ended December 31, 2024. As Former Verdera was newly formed in the comparative period, there are limited comparative period amounts.
Notable expenses in the current period include:
| · | Share-based payments of $239,789 for the three months ended December 31, 2025, compared to $94,776 for the prior period. The difference is due to the grant of various stock options in the current period valued using the Black-Scholes Pricing Model. |
| · | Accounting and audit of $19,500 (2024 - $Nil), consulting of $34,188 (2024 - $Nil), legal fees of $6,562 (2024 - $11,134), and office and administration of $63,201 (2024 - $10,747) for the three months ended December 31, 2025. |
Selected Annual Information
The following table summarizes the results of operations since incorporation:
| April 30, 2025 (C$) | March 31, 2025 (C$) | |||||||
| Revenues | nil | nil | ||||||
| Loss | (81,716 | ) | (389,105 | ) | ||||
| Loss per share | (0.00 | ) | (0.04 | ) | ||||
| Total assets | 13,269,260 | 3,082,996 | ||||||
| Total long-term debt | nil | Nil | ||||||
Summary of Quarterly Results December 31, 2024 through April 30, 2025
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The following table summarizes the results of operations for the most recent quarters since incorporation:
| April 30, 2025 (C$) | March 31, 2025 (C$) | December 31, 2024 (C$) | ||||||||||
| Revenue | C$ | Nil | C$ | Nil | C$ | Nil | ||||||
| Loss and comprehensive loss for the period | (81,716 | ) | (259,238 | ) | (129,867 | ) | ||||||
| Loss per share | (0.00 | ) | (0.02 | ) | (0.03 | ) | ||||||
Results for the period from inception on September 27, 2024 to March 31, 2025 and April 30, 2025
Former Verdera had a net loss of C$389,105 from the period from inception on September 27, 2024 to March 31, 2025, mainly consisting of accounting and audit of C$42,500, management fees of C$150,000, share-based payments of C$112,424 and travel and conferences expenses of C$24,229.
Former Verdera had a net loss of C$81,716 for the one month ended April 30, 2025 consisting mainly of exploration costs of C$15,442, management fees of C$21,000, office and administration expenses of C$11,287 and share-based payments of C$17,079.
Liquidity and Capital Resources
As at December 31, 2025, Former Verdera had current assets of $7,785,989 and current liabilities of $250,000; compared to current assets of $2,445,056 and current liabilities of $339,511 as at March 31, 2025. At December 31, 2025, Former Verdera had working capital of $7,535,989 including cash and cash equivalents of $7,040,098.
During the nine months ended December 31, 2025, Former Verdera’s cash outflows from operations were $971,113 compared to cash outflows of $38,833 for the period from incorporation on September 27, 2024 to December 31, 2024.
As at September 30, 2025, Former Verdera had current assets of C$7,372,745 and current liabilities of C$107,234; compared to current assets of C$2,445,056 and current liabilities of C$339,511 as at March 31, 2025. At September 30, 2025, Former Verdera had working capital of C$7,265,511 including cash and cash equivalents of C$7,250,531.
During the period ended September 30, 2025, Former Verdera’s cash outflows from operations were C$694,953 compared to cash inflows of $nil in 2024.
Former Verdera will require funds to meet its ongoing day-to-day operating expenses and will rely mostly on equity financing during such period. There can be no assurance that financing will be available on terms that are satisfactory to Verdera.
In July 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 1,100,000 common shares at a price of C$0.20 per share for proceeds of C$220,000.
In August and September 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 11,977,000 common shares at a price of C$0.50 per share for proceeds of C$5,988,500.
As at April 30, 2025, Former Verdera had current assets of C$2,434,201 and current liabilities of C$420,741; compared to current assets of C$2,445,056 and current liabilities of C$339,511 as at March 31, 2025. At April 30, 2025, Former Verdera had working capital of C$2,013,460 (March 31, 2025 - C$2,105,545) including cash and cash equivalents of C$2,403,259 (March 31, 2025 - C$2,421,377).
During the one month ended April 30, 2025, Former Verdera’s cash outflows from operations were C$17,789 compared to cash outflows of C$94,921 for the period ended March 31, 2025.
Former Verdera will require funds to meet its ongoing day-to-day operating expenses and will rely mostly on equity financing during such period. There can be no assurance that financing will be available on terms that are satisfactory to Former Verdera.
In November 2024, Former Verdera completed a non-brokered private placement, issuing 4,320,000 common shares at a price of C$0.10 per share, for proceeds of C$432,000.
In December 2024, Former Verdera completed a non-brokered private placement, issuing 12,931,000 common shares at a price of C$0.20 per share, for proceeds of C$2,586,200.
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In July 2025, Former Verdera completed a non-brokered private placement consisting of the issuance of 1,100,000 common shares at a price of C$0.20 per share for proceeds of C$220,000.
Share Capital
As of the date hereof, Former Verdera had the following:
| · | 75,757,993 common shares outstanding. |
| · | 35,000,000 preferred shares outstanding. |
| · | Stock options outstanding: |
| Number of Options Outstanding | Exercise Price ($) | Expiry Date | ||||||
| 250,000 | 0.10 | November 8, 2029* | ||||||
| 790,000 | 0.20 | December 31, 2029** | ||||||
| 830,000 | 0.20 | May 23, 2030 | ||||||
| 250,000 | 0.20 | May 27, 2030 | ||||||
| 150,000 | 0.20 | June 18, 2030 | ||||||
| 250,000 | 0.50 | June 20, 2030 | ||||||
| 150,000 | 0.20 | July 7, 2030 | ||||||
| 1,760,000 | 0.50 | September 16, 2030 | ||||||
| 306,000 | 1.00 | August 20,2027 | ||||||
| 800,000 | 1.00 | August 20, 2027 | ||||||
| 1,840,000 | 1.00 | March 27, 2031 | ||||||
| 7,376,000 | ||||||||
*Pursuant to the resignation of a Former Verdera officer during the nine months ended December 31, 2025, the expiry date of 100,000 options vested to that officer was amended from November 8, 2029 to 15 days prior to a Going Public Transaction. 100,000 unvested options were also cancelled.
**Pursuant to the resignation of a Former Verdera officer during the nine months ended December 31, 2025, the expiry date of 150,000 options vested to that officer was amended from December 31, 2029 to 15 days prior to a Going Public Transaction. 250,000 unvested options were also cancelled.
| · | No warrants outstanding |
Transactions with Related Parties
Key management personnel are the persons responsible for the planning, directing and controlling the activities of Verdera and include both executive and non-executive directors, and entities controlled by such persons. Former Verdera considers all Directors and Officers of Former Verdera to be key management personnel.
During the nine months ended December 31, 2025, Former Verdera incurred the following transactions with related parties and had the following balances:
| a) | Management fees to Tim Gabruch, a former officer and former director of Former Verdera, totaling $30,000 (period from incorporation on September 27, 2024 to December 31, 2024 - $nil). |
| b) | Accounting fees to an accounting firm in which Scott Davis, an officer of Former Verdera, is a partner totaling $67,500 (period from incorporation on September 27, 2024 to December 31, 2024 - $nil). |
| c) | Management fees to a company with a common officer and director, Janet Lee-Sheriff, totaling $130,768 (period from incorporation on September 27, 2024 to December 31, 2024 - $nil). |
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| d) | Share-based payments to management and directors totaling $511,765 (period from incorporation on September 27, 2024 to December 31, 2024 - $Nil). |
As of December 31, 2025, $16,981 (March 31, 2025 - $143,851) was included in accounts payable and accrued liabilities and is due to related parties and former related parties of Former Verdera in relation to the above transactions. These amounts are unsecured, non-interest bearing and have no specific terms of repayment.
Key management includes directors involved with the daily operations of Former. The compensation paid to key management for services is shown below:
| Nine months ended December 31, 2025 | Period ended December 31, 2024 | |||||||
| Management fees | $ | 160,768 | $ | - | ||||
| Accounting fees | 67,500 | - | ||||||
| Share-based payments | 511,765 | 83,507 | ||||||
| $ | 740,033 | $ | 83,507 | |||||
During the month ended April 30, 2025, Former Verdera incurred the following transactions with related parties and had the following balances:
| a) | Management fees to Tim Gabruch, a former officer and former director of Former Verdera totaling C$21,000 (from incorporation on September 27, 2024 to March 31, 2025 - C$150,000). |
| b) | Accounting fees to an accounting firm in which Scott Davis, an officer of Former Verdera is a partner totaling C$7,500 (from incorporation on September 27, 2024 to March 31, 2025 - C$31,500). |
| c) | Consulting fees to a company with a common officer and director, Janet Lee-Sheriff, totaling C$2,843 (from incorporation on September 27, 2024 to March 31, 2025 - C$9,000). |
| d) | Share-based payments to management and directors totaling C$15,390 (from incorporation on September 27, 2024 to March 31, 2025 - C$101,776). |
As at April 30, 2025, C$170,668 was included in accounts payable and accrued liabilities and is due to related parties and former related parties of Former Verdera in relation to the above transactions (March 31, 2025 - C$143,851).
Key management includes directors involved with the daily operations of Former Verdera. The compensation paid to key management for services is shown below:
| One month
period ended April 30, 2025 | For the period
from incorporation on September 27, 2024 to March 31, 2025 | |||||||
| Management fees | C$ | 21,000 | C$ | 150,000 | ||||
| Accounting fees | 7,500 | 31,500 | ||||||
| Consulting fees | 2,843 | 9,000 | ||||||
| Share-based payments | 15,390 | 101,776 | ||||||
| C$ | 46,733 | C$ | 292,276 | |||||
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Adoption of new and amended accounting standards
Please refer to Former Verdera’s March 31 and April 30, 2025 audited consolidated financial statements.
Financial Instruments and Risk Management
Please refer to Former Verdera’s March 31 and April 30, 2025 audited consolidated financial statements and December 31, 2025 condensed consolidated financial statements.
Critical Accounting Estimates
The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual reports could differ from management’s estimates.
Proposed Transactions
Former Verdera is not contemplating any other transactions which has not already been disclosed.
Contingencies
There are no contingent liabilities.
Off Balance Sheet Arrangements
There are no off-balance sheet arrangements to which Former Verdera is committed.
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Directors and Executive Officers
Set forth below are the names, ages and positions of the persons that will be directors and executive officers of the Company. The business address of each of our directors and executive officers listed below is #250 – 750 West Pender St., Vancouver, British Columbia, V6C 2T7.
| Name | Age | Position |
| William Sheriff | 67 | Executive Chair and Director |
| Janet Lee-Sheriff | 63 | Chief Executive Officer and Director |
| Scott Davis | 48 | Chief Financial Officer and Corporate Secretary |
| Kevin Bambrough | 55 | Director |
| Mark Pelizza | 73 | Director |
| Jon Indall | 76 | Director |
| Greg Hayes | 54 | Director |
Biographical information with respect to each of our directors and executives is set forth below.
William Sheriff – Executive Chair and Director (Age 67)
Mr. Sheriff is an entrepreneur with over 40 years of experience in the minerals industry and the securities industry. Mr. Sheriff was the founder and Executive Chairman of enCore Energy Corp. where he advanced the company from inception to a uranium producer with a multijurisdictional United States asset base. Mr. Sheriff has raised over $600 million in the public markets and has extensive experience in mergers and acquisitions. A pioneer in the uranium renaissance, he cofounded and served as Chairman of Energy Metals Corp., compiling the largest domestic uranium resource base in U.S. history before the company was sold for $1.8 billion in 2007. Mr. Sheriff also has a significant interest in the gold exploration sector with personal and corporate gold exploration assets across the United States and Canada. Mr. Sheriff holds a B.Sc. degree (Geology) from Fort Lewis College, Colorado and an MSc in Mining Geology from the University of Texas-El Paso. He has compiled one of the largest privately held mining databases in the world, providing affiliated companies with access to proprietary technical information.
Janet Lee Sheriff – Chief Executive Officer and Director (Age 63)
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 and the Clean Energy Association of New Mexico. 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.
Scott Davis - Chief Financial Officer and Corporate Secretary (Age 48)
Mr. 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.
Kevin Bambrough – Director (Age 55)
Mr. 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 (Age 73)
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 present. 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
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Jon Indall – Director (Chair) (Age 76)
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 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 (Age 54)
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 Canadian Stock Exchange-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.
Involvement in Certain Legal Proceedings
Corporate Cease Trade Orders
To our knowledge, no director or executive officer of the Company is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including us), that:
| (a) | was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or |
| (b) | was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. |
Bankruptcies and Other Proceedings
To our knowledge, except as set forth below, no director or executive officer of the Company or a shareholder holding a sufficient number of our securities to affect materially the control of us:
| (a) | is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including us) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold our assets; or |
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| (b) | has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder. |
Penalties or Sanctions
To our knowledge, no director or executive officer of the Company nor any shareholder holding sufficient of our securities to materially affect control of us has been subject to (a) any legal proceeding or other event described in Item 401(f) of Regulation S-K during the past ten years; (b) any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (c) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.
Arrangements between Officers and Directors
To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors of the Company pursuant to which the officer was selected to serve as an officer.
Family Relationships Disclosure
Mr. William Sheriff, our Executive Chair and a director, and Ms. Janet Lee Sheriff, our Chief Executive Officer and a director, are spouses. Other than the foregoing, none of our directors or executive officers are related by blood, marriage, or adoption to any other director, executive officer or other key employees.
The Board believes that good corporate governance improves corporate performances and benefits all shareholders.
Board of Directors
The mandate of the Board is to act in the best interests of the Company and to supervise management. The Board will be responsible for approving long-term strategic plans and annual operating budgets recommended by management. The Boards’ consideration and approval is also required for material contracts and business transactions, and all debt and equity financing transactions. Any responsibility which is not delegated to management or to the committees of the Board remains with the Board. The Board meets on a regular basis consistent with the state of the Company’s affairs and also from time to time as deemed necessary to enable it to fulfill its responsibilities.
The Board is composed of six (6) directors: William Sheriff, Janet Lee Sheriff, Kevin Bambrough, Mark Pelizza, Jon Indall, Greg Hayes.
Of the directors of the Board, William Sheriff and Janet Lee Sheriff will be executive officers of the Company. Ms. Sheriff was also, in the last three years, an executive officer of Former Verdera, which will be a subsidiary entity of the Company. Mr. Sheriff and Ms. Sheriff are therefore not considered to be “independent”. However, the remaining directors will all be considered to be independent directors since they are expected to be independent of management and free from any material relationship with the Company. Accordingly, the Board will have a majority of independent directors. The Board is expected to take the following additional steps to facilitate its independence:
| (a) | on matters involving discussion of management compensation, the independent directors of the Company are expected to meet as a separate committee to enhance open discussion; and |
| (b) | on operational matters of the Company involving the performance of its Executive Chair or Chief Executive Officer, the remaining directors are expected to meet independently. |
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In the event of a conflict of interest at a meeting of the Board, the conflicted director will in accordance with corporate law and in accordance with his or her fiduciary obligations as a director of the Company, disclose the nature and extent of his or her interest to the meeting and abstain from voting on or against the approval of such participation.
Audit Committee and Audit Committee Charter
The Audit Committee is composed of Janet Lee-Sheriff (Chair), Mark Pelizza, and Greg Hayes. Each of the proposed members of the Audit Committee is “financially literate”, in that they possess the education or experience relevant for the performance of their responsibilities as a member of the Audit Committee, and have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the financial statements of the Company. Each of Mr. Pelizza and Mr. Hayes are also expected to be “independent”, in that Mr. Pelizza and Mr. Hayes do not have any direct or indirect relationship with the Company that could, in the view of the Board, be reasonably expected to interfere with the exercise of such member's independent judgment.
The mandate of the Audit Committee is expected to be to assist the Board to fulfill its oversight responsibilities relating to financial accounting, reporting and internal controls for the Company. The Audit Committee is expected to be responsible for, among other things, reviewing and discussing with management and the external auditors all matters relating to audit and financial reporting; assessing the integrity of the internal controls and financial reporting procedures of the Company and ensuring the proper implementation of such controls and procedures; reviewing the annual and interim financial statements and the management discussion and analysis of the Company and in the case of the annual financial statements and related management discussion and analysis, reporting thereon to the Company Board for approval; selecting and monitoring the independence and performance of the Company's external auditors; overseeing the work of all disclosure relating to and information deriving from financial statements, management's discussion and analysis; overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing any other audit, review or attest services for the Company and pre-approving any non-audit services to the Company; meeting with the Company's the Chief Financial Officer and the Chief Executive Officer to review accounting practices, internal controls and procedure, and other matters the Audit Committee deems appropriate; reviewing the procedures which are in place for the review of the public disclosure by the Company of financial information extracted or derived from the financial statements of the Company and periodically assessing the adequacy of such procedures; and establishing and maintaining complaint procedures regarding accounting, internal accounting controls, or auditing matters.
The Audit Committee is not expected to adopt specific policies and procedures for the engagement of non-audit services. However, the Audit Committee is expected to be responsible for the pre-approval of all non-audit services to be provided to the Company by its independent auditors, and for reviewing and ensuring compliance with the procedures established in the codes, policies and guidelines of the Company, as may be established from time to time.
Orientation and Continuing Education
The Company does not have a formal orientation and education program for new board members, particularly given its stage of development and growth. However, all new members of the Board are expected to be provided with sufficient information (such as recent financial statements, technical reports and various other operating, property and budget reports) to ensure that new directors are familiarized with the business and operations of the Company and the procedures of the Board. In addition, new directors will be encouraged to visit and meet with management of the Company on a regular basis. The Company will also encourage continuing education of its directors and officers where appropriate in order to ensure that they have the necessary skills and knowledge to meet their respective obligations to the Company.
Ethical Business Conduct
The Company intends to adopt, in the near term, a Code of Business Conduct and Ethics (the “Code”). The Code is expected to set the Company's expectations of its directors, officers and employees in a number of areas, including respectful behavior and relationships with others and the communities in which the Company's properties are located. The Code is also expected to state, among other things, the Company's commitment to health, safety, and the environment, and that Verdera has no tolerance for discrimination, harassment or violence. In addition, in accordance with best practices, the Company intends to also adopt several policies including a whistleblower policy, a foreign corrupt practices policy, a disclosure policy, a diversity and inclusion policy and an insider trading and blackout policy.
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Nomination of Directors
The Board is expected to consider its size each year when it considers the number of directors to recommend to the shareholders of the Company for election at the annual meeting of shareholders, taking into account the number required to carry out the duties of the Company Board effectively and to maintain a diversity of views and experience.
The Board is expected to rely on the guidance provided by its independent directors to ensure its decisions are taken to the best interest of the Company. While the Company is not expected to, in the near term, establish specific criteria for membership to the Board, the Company is expected to seek to attract and retain directors with business knowledge and a particular expertise in mineral exploration and development or other areas of specialized knowledge (such as finance) which will assist in guiding the officers of the Company.
Assessments
The Board is expected to monitor the adequacy of information given to directors, communication between the management and Board and the strategic direction and processes of the Board and its committees. The Company’s proposed corporate governance practices are appropriate and effective for the Company given its stage of development and growth, and will allow the Company to operate efficiently, with simple checks and balances that control and monitor management of the Company and corporate functions without excessive administrative burden or cost.
Compensation
The Board will determine the compensation for the directors and Named Executive Officers of the Company. A summary of the compensation received by the Named Executive Officers and directors of the Company for the fiscal year ended September 30, 2025 is provided in this prospectus under the heading: " Executive Compensation".
Assessments
The Board regularly assesses its own effectiveness and the effectiveness and contribution of each Board committee and director.
Compensation of Executive Officers and Directors of the Company
For the year ended September 30, 2025, are only executive officer, David D’Onofrio, and our two directors, Adam Parsons and Pasquale DiCapo, did not receive any compensation, including any salary, consulting fee, retainer, commission, bonus, committee or meeting fees, perquisites, equity compensation or any other compensation.
Stock Options and Other Compensation Securities
The following table provides a summary of all compensation securities granted or issued to each Named Executive Officer and to each director of the Company during the most recently completed financial year of the Company for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:
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| COMPENSATION SECURITIES | |||||
| Name and position | Type of compensation security |
Number of compensation securities, number of underlying securities, and % of class |
Date of issue or grant |
Issue, conversion or exercise price ($) |
Expiry date |
| Adam Parson Director |
Stock Options | 32,828 | November 16, 2022 | 0.15 | November 16, 2027 |
| Pasquale DiCapo Chief Executive Office, Chief Financial Officer, Secretary & Director |
Stock Options | 361,111 | November 16, 2022 | 0.15 | November 16, 2027 |
| David D’Onofrio Director |
Stock Options | 328,283 | November 16, 2022 | 0.15 | November 16, 2027 |
None of the Named Executive Officers or directors of the Company exercised any compensation securities during the most recently completed financial year of the Company.
Employment, Consulting and Management Agreements
There are no employment, consulting or management agreements in place with any of the Named Executive Officers or the directors of the Company.
Pension Disclosure
There are no pension or retirement plans in place for the Named Executive Officers or the directors of the Company.
Termination and Change of Control Benefits
The Company has not provided compensation, monetary or otherwise, during the preceding fiscal year, to any person who now acts or has previously acted as a Named Executive Officer or director of the Company in connection with or related to the retirement, termination or resignation of such person. The Company has not provided any compensation to such persons as a result of a change of control of the Company, its subsidiaries or affiliates. The Company is not party to any compensation plan or arrangement with Named Executive Officers or directors of the Company resulting from the resignation, retirement or the termination of employment of such person.
Compensation of Executive Officers and Directors of Former Verdera
The following section describes the executive compensation practices of Former Verdera for the most recently completed partial financial year of Former Verdera ended March 31, 2025.
In this section, “NEO” means each of the following individuals:
| (a) | Former Verdera's chief executive officer, including an individual performing functions similar to a chief executive officer, during any part of the most recently completed financial year (the “CEO”); |
| (b) | Former Verdera's chief financial officer, including an individual performing functions similar to a chief financial officer, during any part of the most recently completed financial year (the “CFO”); |
| (c) | in respect of Former Verdera, the most highly compensated executive officer, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was more than $150,000, as determined in accordance with subsection 1.3(5) of Form 51-102F6V, for that financial year; and |
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| (d) | each individual who would be an NEO under paragraph (c) but for the fact that the individual was neither an executive officer of Former Verdera, nor acting in a similar capacity, at the end of that financial year. |
As at March 31, 2025, the NEO’s of Former Verdera were Timothy Gabruch, former Chief Executive Officer and Director, and Scott Davis, Chief Financial Officer.
Summary of Compensation Table Excluding Compensation Securities
The compensation paid to each NEO and director of Former Verdera during Former Verdera's most recently completed financial year ended March 31, 2025, is set out below:
Notes:
| (1) | Verdera was incorporated on September 27, 2024. This information covers the period from incorporation to March 31, 2025. |
| (2) | Mr. Gabruch was appointed as CEO and a director on September 27, 2024, and resigned from Former Verdera on May 13, 2025. |
| (3) | Ms. Lee-Sheriff was appointed as a director of Verdera on November 1, 2024, as Senior Vice President on May 13, 2025, and as CEO effective September 16, 2025. |
| (4) | Serves as CFO pursuant to an agreement with Cross Davis & Co. LLP. |
| (5) | Mr. Tewalt was appointed as a director of Former Verdera on November 1, 2024 and resigned from Former Verdera on April 11, 2025. |
Stock Options and Other Compensation Securities
The following table sets forth details of all incentive stock options granted and/or issued to Verdera's Named Executive Officers and directors during the most recently completed financial year of Former Verdera ended March 31, 2025 for services provided or to be provided, directly or indirectly, to Former Verdera.
| Name and Position | Number
of Options |
Date of Grant | Exercise Price | Expiry Date |
| Timothy Gabruch, Former CEO and Director(1) | 200,000(2) | November 8, 2024 | C$0.10 | November 8, 2029 |
| 400,000(3) | December 31, 2024 | C$0.20 | December 31, 2029 | |
| Janet Lee-Sheriff, CEO and Director | 200,000 | November 8, 2024 | C$0.10 | November 8, 2029 |
| 300,000 | December 31, 2024 | C$0.20 | December 31, 2029 | |
| Scott Davis, CFO | 50,000 | November 8, 2024 | C$0.10 | November 8, 2029 |
| 150,000 | December 31, 2024 | C$0.20 | December 31, 2029 | |
| Nathan Tewalt, Former Director(4) | 200,000 | December 31, 2024 | C$0.20 | December 31, 2029 |
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Notes:
| (1) | Mr. Gabruch ceased to be an officer and director on May 13, 2025. |
| (2) | 100,000 of these Verdera Options were cancelled. |
| (3) | 250,000 of these Verdera Options were cancelled. |
| (4) | Mr. Tewalt ceased to be a director on April 11, 2025. |
Mr. Gabruch, former CEO and director, exercised his Verdera Options on February 17, 2026. No other Verdera Options have been exercised by any director or executive officer of Verdera to date.
Employment, Consulting and Management Agreements
Former Verdera entered into an engagement letter dated January 1, 2025 with Cross Davis & Co. LLP pursuant to which Cross Davis & Co. LLP provides accounting and financial reporting services to Former Verdera, as well as the services of Scott Davis as CFO of Former Verdera and subsequently the Company. In consideration for such services, Former Verdera paid and the Company pays a monthly fee of C$7,500 plus GST.
Subsequent to the year end, Former Verdera entered into an employment agreement with Janet Lee-Sheriff as CEO of Former Verdera and now the Company.
Oversight and Description of director and NEO Compensation
Future compensation to be awarded or paid to the Company's directors and/or executive officers is expected to consist primarily of base salary and/or consulting fees, share-based compensation and bonuses. Payments may be made from time to time to executive officers, including NEOs, or companies they control for the provision of consulting or management services. Such services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm's length services providers.
The Company has not yet established a compensation committee.
Base Salary
The base salary for each NEO is established by the Board based upon the position held by such executive, competitive market conditions, such executive's related responsibilities, experience and the NEO's skill base, the functions performed by such executive and the salary ranges for similar positions in comparable companies. Individual and corporate performance will also be taken into account in determining base salary levels for executives.
Cash Bonuses
Cash bonuses form a part of the Company’s executive compensation. The amount of cash bonus compensation will be earned by the executive team member on the basis of timely achievement of corporate and personal targets as set in advance by the Board. These targets are selected based upon consideration of their impact on shareholder value creation and the ability of the Company to achieve the certain milestones during specific intervals. The amount of bonus compensation awarded is determined based upon achievement of these targets and any other factors the Board may consider appropriate at the time such performance-based bonuses are awarded. The quantity of bonus will normally be a percentage of base salary.
Option-Based Compensation
Equity incentives in the form of Options are a key compensation element for the Company. Equity incentives are an important component of aligning the objectives of the Company’s executive officers and consultants with those of its shareholders, while encouraging them to remain associated with the Company. The Company expects to provide significant equity incentives to its executive officers and consultants. The precise amount of any equity incentive to be offered will be governed by the importance of the role within the Company, by the competitive environment within which the Company operates, and by the regulatory limits on grants of equity incentives applicable to the Company. When considering any award of equity incentives to an executive officer, consideration of the number of equity incentives previously granted to the executive officer may be taken into account, however, the extent to which such prior grants remain subject to resale restrictions will generally not be a factor.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We have entered, or may enter in the future, into significant contractual agreements and transactions with related parties. Related party transactions are subject to review and approval of the independent members of our Board. The information in this section includes, were applicable, a summary of the terms of the agreements entered into with related parties. This summary does not purport to be complete and is subject to, and qualified in its entirety by reference to, the relevant agreements filed as exhibits hereto.
In addition to the information contained in this section, you should carefully review the notes to our financial statements included in this prospectus for additional information about our related party transactions.
PowerOne Capital Markets Limited and/or its affiliates (“PowerOne”) was acting as an advisor to Former Verdera in connection with the Transaction and PowerOne received a C$306,000 cash fee and 306,000 options of the Company following completion of the Transaction as compensation for so acting. Prior to completion of the Transaction, PowerOne was considered a related and connected issuer to the Company because: (i) officers and directors of PowerOne owned, controlled or directed more than 20% of the issued and outstanding common shares of the Company; and (ii) officers and directors of PowerOne were officers and directors of the Company.
David D’Onofrio, a former director of the Company, acted as an advisor to Former Verdera. Immediately prior to completion of the Transaction, Former Verdera issued 250,000 common shares as compensation for so acting.
The terms of the Transaction were determined by Former Verdera and the Company, and no compensation from the Transaction was applied for the benefit of PowerOne or Mr. D’Onofrio other than the previously mentioned fees.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information relating to the beneficial ownership of our common shares as of April 9, 2026 by:
| ● | each person, or group of affiliated persons, known by us to own beneficially 5% or more of our outstanding ordinary shares; and | |
| ● | each member of our board of directors and each of our executive officers. |
The number of common shares beneficially owned by each entity, person, board member, or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any common shares over which the individual has sole or shared voting power or investment power as well as any common shares that the individual has the right to acquire within 60 days of February 26, 2026 through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common shares held by that person.
The percentage of common shares beneficially owned before this offering is computed on the basis of 75,757,993 common shares outstanding as of April 9, 2026. Common shares that a person has the right to acquire within 60 days of April 9, 2026 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all board members and executive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is #250 – 750 West Pender St., Vancouver, British Columbia, V6C 2T7.
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| Name and address of beneficial owner | Number of Common Shares Beneficially Owned | Percentage of Common Shares Beneficially Owned | ||||||
| 5% or Greater Shareholders: | ||||||||
| enCore Energy Corp.(1) | 15,000,000 | 19.8 | % | |||||
| Executive Officers and Directors: | ||||||||
| William Sheriff, Executive Chair and Director | 700,000 | 0.93 | % | |||||
| Janet Lee-Sheriff, Chairman, CEO and Director | 800,000 | 1.07 | % | |||||
| Scott Davis, CFO(2) | 20,000 | * | ||||||
| Kevin Bambrough, Director | 1,100,000 | 1.47 | % | |||||
| Mark Pelizza, Director | 350,000 | * | ||||||
| Jon Indall, Director | 3,000 | * | ||||||
| Greg Hayes, Director | 40,000 | * | ||||||
| David D’Onofrio, Former Director | 787,878 | 1.1 | % | |||||
| Adam Parsons, Former Director | 131,313 | * | ||||||
| Pasquale DiCapo, Former Chief Executive Officer, Former Chief Financial Officer, Former Secretary and Former Director(3) | 8,707,066 | 11.6 | % | |||||
| Total Officer and Directors | 12,639,257 | 15.8 | % | |||||
Notes:
| (1) | enCore also owns 35,000,000 Class A Preferred Shares. These Class A Preferred Shares are being held by enCore pending conversion prior to distribution to the shareholders of enCore. Immediately prior to distribution, the Class A Preferred Shares will convert to common shares. Percentage of the common shares held does not include the Class A Preferred Shares. |
| (2) | Christie Davis, an Associate of Scott Davis, owns 2,000 common shares or less than 0.1% of the Company. |
| (3) | Common shares registered to 1000929921 Ontario Inc. and PowerOne Capital Corp., entities beneficially owned and controlled by Pasquale DiCapo. Pasquale DiCapo, through PowerOne, also holds 306,000 Advisory Options, representing 0.26% of the Company on a fully-diluted basis. |
DESCRIPTION OF SECURITIES BEING DISTRIBUTED
Common Shares
The authorized capital of the Company consists of an unlimited number of common shares, and an unlimited number of preferred shares. As of the date of this prospectus, 75,757,993 common shares are issued and outstanding and 35,000,000 preferred shares are issued and outstanding.
Subject to the provisions of the BCBCA, holders of common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and cast one vote for each common share held at all such meetings. In the event of liquidation, dissolution or winding-up of the Company, the holders of common shares are entitled to share ratably the remaining property or assets of the Company.
The preferred shares of the Company may be issued from time to time in one or more series, each series consisting of the number of shares and having the designation, rights, privileges, restrictions and conditions which the Board determines in accordance with the articles of the Company prior to the issue thereof.
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Consolidation
On February 20, 2026, we completed a consolidation (the "Consolidation") of our common shares on the basis of 0.656565 of a "new" common share for every one (1) "old" common share outstanding. The Consolidation was completed prior to our issuance of securities to the securityholders of Former Verdera and under the Brokered Financing and Non-Brokered Financing.
Except otherwise indicated, all references to our historical common shares, share data, per share data and related information contained in this prospectus prior to the date of the Consolidation depict the effect of the Consolidation as if it had occurred at the beginning of the earliest period presented. Historical common shares, share data and per share data of Form Verdera was not effected by the Consolidation nor were issuances of securities in the Transaction which occurred after the Consolidation. The Consolidation correspondingly adjusted, among other things, the number of common shares issuable upon exercise of outstanding options, restricted stock units and warrants and the exercise price of such options, restricted stock units and warrants and shares issuable upon conversion of preferred stock and other convertible securities. No fractional shares will be issued in connection with the Consolidation, and any fractional shares resulting from the Consolidation were rounded down to the nearest whole share.
CPC Escrowed Securities
As of the date of this prospectus, an aggregate of 6,303,024 common shares issued prior to the Transaction are subject to escrow pursuant to the terms of the CPC Escrow Agreement.
The following table sets out, the particulars with respect to the holders of the common shares which are held in escrow with TSX Trust Company.
| Name | Designation
of class |
||
| Number
of securities to be held in escrow |
Percentage
of class | ||
| Pasquale DiCapo | Common Shares | 4,957,066 | 6.6% |
| David D’Onofrio | Common Shares | 787,878 | 1.1% |
| Adam Parsons | Common Shares | 131,313 | 0.2% |
| Alfonso DiCapo | Common Shares | 98,485 | 0.1% |
| Jerry Wang | Common Shares | 98,485 | 0.1% |
| Harrison Braden | Common Shares | 65,657 | 0.1% |
| Tony Pampena | Common Shares | 65,657 | 0.1% |
| Kris Volk | Common Shares | 49,242 | 0.1% |
| Tony Pang | Common Shares | 49,242 | 0.1% |
| Total | Common Shares | 6,303,024 | 8.4% |
Pursuant to the terms of the CPC Escrow Agreement, the common shares will be released in accordance with TSXV Tier 1 escrow schedule as follows:
| Percentage | Release Date |
| 25% | At the time of Final Exchange Bulletin |
| 25% | 6 months from Final Exchange Bulletin |
| 25% | 12 months from Final Exchange Bulletin |
| 25% | 18 months from Final Exchange Bulletin |
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Qualifying Transaction Escrowed Securities
Pursuant to TSX Policy 5.4 – Capital Structure, Escrow and Resale Restrictions, subject to certain exceptions, securities of the Company held by Principals are subject to escrow as at the completion of the Transaction pursuant to the terms of the QT Escrow Agreement (with TSX Trust Company appointed as escrow agent thereunder). An aggregate of (i) 4,815,000 Company Shares, and (ii) 3,606,000 Company Options (including 306,000 Advisory Options) are escrowed under the QT Escrow Agreement (collectively, the “QT Escrowed Securities”).
The Company and Verdera received an exemption from escrow from the TSXV for 15,000,000 Company Shares held by enCore, and 1,000,000 Company Shares owned by an entity related to Pasquale DiCapo, on the basis that the Company will have a market capitalization of at least $100 million immediately after completion of the Transaction. These Company Shares are instead subject to contractual restrictions on transfer. See “Other Resale Restrictions” below.
The following table sets out, the number of Company Shares and Company Options held by Principals which will be held in escrow with TSX Trust Company.
| Name | Designation of class | After Giving Effect to the Transaction | |
| Number of securities to be held in escrow |
Percentage of class | ||
| Janet Lee-Sheriff | Common Shares | 650,000 | 0.9% |
| Company Options | 1,050,000 | 22.4% | |
| Kevin Bambrough | Common Shares | 950,000 | 1.3% |
| Company Options | 400,000 | 8.6% | |
| Mark Pelizza | Common Shares | 350,000 | 0.5% |
| Company Options | 450,000 | 9.6% | |
| Jon Indall | Common Shares | 3,000 | <0.1% |
| Company Options | 400,000 | 8.6% | |
| Greg Hayes | Common Shares | 40,000 | 0.1% |
| Company Options | 500,000 | 10.7% | |
| Scott Davis | Common Shares | 20,000 | <0.1% |
| Company Options | 300,000 | 6.4% | |
| Pasquale DiCapo | Common Shares | 2,250,000 | 3.0% |
| Advisory Options | 306,000 | 100% | |
| William M. Sheriff | Common Shares | 550,000 | 0.7% |
| Company Options | 200,000 | 4.3% | |
| Christie Davis | Common Shares | 2,000 | <0.1% |
| Total | Common Shares | 4,815,000 | 6.4% |
| Total | Company Options (including Advisory Options) | 3,606,000 | 76.1% |
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Pursuant to the terms of the QT Escrow Agreement, the common shares and Company Options will be released in accordance with Tier 1 escrow schedule as follows:
| Percentage | Release Date |
| 25% | At the time of Final Exchange Bulletin |
| 25% | 6 months from Final Exchange Bulletin |
| 25% | 12 months from Final Exchange Bulletin |
| 25% | 18 months from Final Exchange Bulletin |
Other Resale Restrictions
The 35,000,000 Class A Preferred Shares, which will convert into Distribution Shares immediately prior to the Special Distribution to the shareholders of enCore, will be subject to a contractual one-year hold in line with the Seed Share Resale Restrictions set out in TSX Policy 5.4 – Capital Structure, Escrow and Resale Restrictions. The TSXV granted enCore an exemption from the escrow requirements for 15,000,000 Company Shares to be held by enCore. These common shares will be subject to a contractual one-year hold in line with the Seed Share Resale Rules, and as required by the TSXV, are subject to a hold until such time as the Special Distribution is completed.
The Company and Former Verdera have agreed with the Agents that non-Principal shareholders of Former Verdera who acquired their shares for $0.10 or $0.20 will be subject to a contractual one-year hold in line with the Seed Share Resale Restrictions.
The following table sets out, to the knowledge of the Company, the number of common shares and Class A Preferred Shares which will be subject to contractual restrictions on transfer.
Pursuant to the contractual restrictions, the Company Shares will be released in accordance with the following schedule:
| Percentage | Release Date |
| 20% | At the time of Final Exchange Bulletin |
| 20% | 3 months from Final Exchange Bulletin |
| 20% | 6 months from Final Exchange Bulletin |
| 20% | 9 months from Final Exchange Bulletin |
| 20% | 12 months from Final Exchange Bulletin |
The TSXV also granted an exemption from the escrow requirements for 1,000,000 Company Shares owned by an entity related to Pasquale DiCapo. As required by the TSXV, these common shares are subject to hold until such time as the Special Distribution is completed.
Class A Preferred Shares
The authorized number of Class A Preferred Shares is unlimited. The Company shall have the authority to issue fractional shares of the Class A Preferred Shares. Each Class A Preferred Share shall be identical in all respects to every other Class A Preferred Share.
There are attached to the Class A Preferred Shares as special rights and restrictions, the following:
(a) Voting Rights.
| (1) | The special rights and restrictions of the Class A Preferred Shares may not be amended, modified, altered, replaced or cancelled without the approval of the holders of at least two-thirds of the outstanding Class A Preferred Shares, either by a vote of such shareholders or by written consent in lieu thereof. |
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| (2) | In the case of a Change of Control, as defined herein, where a resolution of shareholders of the Company is required to approve such transaction, the holder of the Class A Preferred Shares shall have the same voting rights as the holders of Common Shares and shall be entitled to notice of any shareholders' meeting in accordance with the Articles of the Company, and, the holders of the Common Shares and the Class A Preferred Shares shall vote together as a single class on all such matters. The holder of Class A Preferred Shares shall be entitled to the number of votes equal to the number of shares of Common Shares into which such Class A Preferred Shares could then be converted. Fractional votes shall not be permitted. Any fractional voting rights resulting from the above formula (after aggregating all shares into which Class A Preferred Shares held by the holder could be converted) shall be rounded down to the nearest whole number. |
| (3) | The foregoing notwithstanding, unless the directors otherwise determine, the holder of the Class A Preferred Shares will not, except as otherwise specifically provided in the Business Corporations Act or herein, be entitled to receive notice of or vote at any meeting of the shareholders of the Company. |
| (b) | Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holder of Class A Preferred Shares shall be entitled to receive out of the assets and funds of the Company, any distribution of any of the assets or funds of the Company pari passu with the holders of the Common Shares determined based on the number of Common Shares into which such Class A Preferred Shares could be converted assuming the conversion thereof at the Exchange Rate. |
| (c) | Conversion. Each Class A Preferred Share shall be convertible on the terms and conditions set forth in this Article (c). |
| (1) | The number of validly issued, fully paid and non-assessable Common Shares issuable upon conversion of each Class A Preferred Share pursuant to Article (c)(2) shall be set at the rate of one Common Share for each Class A Preferred Share (1:1) subject to adjustment as provided herein (the “Exchange Rate”). |
| (2) | At the option of the holder of the Class A Preferred Shares if the Company has an effective registration statement filed with the United States Securities and Exchange Commission registering the resale and/or distribution by the holder of the Common Shares issued on conversion of the Class A Preferred Shares, when the holder sets a record date for distribution of shares to the holder's shareholders in accordance with section 2.05 of the share purchase agreement entered into between the holder of the Class A Preferred Shares, Verdera Energy Corp., and NM Energy Holding Canada Corp. dated March 17, 2025, the Class A Preferred Shares will convert into Common Shares of the Company at the Exchange Rate. |
| (3) | At the option of the holder of the Class A Preferred Shares, by delivering written notice to the Company specifying the number of Class A Preferred Shares to be converted and the proposed date of conversion (the “Conversion Date”), being a date that is not less than sixty-one (61) days after the Company receives such notice. On the Conversion Date, the Class A Preferred Shares will convert into Common Shares of the Company at the Exchange Rate. |
| (4) | Fractional Shares on Adjustment. In the event of an adjustment pursuant to Article (e), then no fractional Common Shares will be issued upon the conversion of a Class A Preferred Share, and in lieu of any fractional shares to which a holder would otherwise be entitled, the number of Common Shares to be issued upon conversion of a Class A Preferred Share will be rounded down to the nearest whole share. |
| (d) | Redemption. The Class A Preferred Shares do not carry any redemption rights. |
| (e) | Adjustments. Subdivision or Consolidation. Without limiting any provision of Article (f), if the Company at any time: (i) subdivides (by any share split, share dividends, recapitalization or otherwise) its outstanding Common Shares into a greater number of shares, the Exchange Rate in effect immediately prior to such subdivision will be proportionately increased; or (ii) combines (by combination, reverse share split or otherwise) its outstanding Common Shares into a smaller number of shares, the Exchange Rate in effect immediately prior to such combination will be proportionately decreased. Any adjustment pursuant to this Article (e) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment pursuant to this Article (e) occurs during the period that an Exchange Rate is calculated hereunder, then the calculation of such Exchange Rate shall be adjusted appropriately to reflect such event. |
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| (f) | Rights Upon Fundamental Transactions. |
| (1) | Change of Control. The Company shall not enter into or be party to a Change of Control unless the successor entity assumes in writing all of the obligations of the Company under these Articles, including agreements to deliver to the holder of Class A Preferred Shares in exchange for such Class A Preferred Shares a security of the successor entity evidenced by a written instrument substantially similar in form and substance to these terms and having similar ranking to the Class A Preferred Shares. Upon the occurrence of any Change of Control, the successor entity shall succeed to, and be substituted for (so that from and after the date of such fundamental transaction, the provisions of these terms and the other transaction documents referring to the “Company” shall refer instead to the successor entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under these terms and the other transaction documents with the same effect as if such successor entity had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Change of Control, the successor entity shall deliver to the holder confirmation that there shall be issued upon any exchange of the Class A Preferred Shares at any time after the consummation of such Change of Control, in lieu of the Common Shares issuable upon the exchange or conversion of the Class A Preferred Shares prior to or concurrent with such Change of Control, securities of the successor entity (including its parent entity, if applicable) carrying economic entitlements which are substantially similar to the Common Shares, provided, however that such securities may carry restrictions on transfer if required by law. The provisions of this Article (f)(1) shall apply similarly and equally to successive Changes of Control and shall be applied without regard to any limitations herein on the exchange of the Class A Preferred Shares. |
| (2) | Notice of Change of Control. The Company shall give the holder of the Class A Preferred Shares not less than ten (10) days’ advance notice of the consummation of a Change of Control. |
| (3) | Definition. “Change of Control”, as used in these Articles, means the first day that any one or more of the following conditions is satisfied, including, but not limited to, the signing of documents by all parties and approval by all regulatory agencies, if required: |
| (A) | the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or |
| (B) | one of the following is consummated: |
| (I) | the sale or disposition of all or substantially all of the Company’s assets; |
| (II) | a merger, consolidation or other similar transaction involving the Company, other than (X) a merger, consolidation or other similar transaction that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction, or (Y) a merger, consolidation or other similar transaction that would result in at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction being held by one or more holders of securities that were holders of securities representing at least fifty percent (50%) of the combined voting power of the voting securities of the Company prior to such merger, consolidation or other similar transaction; or |
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| (III) | the acquisition (other than an acquisition of securities from the Company in a private placement) by any one person, entity or more than one person or entity acting as a group, of ownership of the shares of the Company that, together with the shares of the Company then held by such person or group, constitutes more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; provided that if any such person or group is considered to own more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities, then the acquisition of additional equity by the same person, entity or group shall not be deemed to cause a Change of Control. |
| (g) | Dividends. The holder of the then outstanding Class A Preferred Shares shall be entitled to receive, out of any assets of the Company legally available therefore, dividends declared on the Common Shares determined based on the number of Common Shares into which such Class A Preferred Shares could be converted assuming the conversion thereof at the Exchange Rate. |
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information in respect of the Company’s equity compensation plans under which equity securities of the Company are authorized for issuance, aggregated in accordance with all equity plans previously approved by the Company’s shareholders and all equity plans not approved by the Company’s shareholders as at the end of the period ended September 30, 2025:
| Plan Category | Number
of Securities to be Issued upon Exercise of Outstanding Options (#) | Weighted
Average Exercise Price of Outstanding Options ($) | Number
of Securities Remaining Available for Future Issuance under Equity Compensation Plans (#) | |||||||||
| Equity compensation plans approved by securityholders | 722,222 | 0.15 | 5,556 | |||||||||
| Equity compensation plans not approved by securityholders | N/A | N/A | N/A | |||||||||
| Total | 722,222 | 0.15 | 5,556 | |||||||||
Note:
| (1) | The Stock Option Plan is a “rolling” stock option plan whereby the maximum number of Common Shares that may be reserved for issuance pursuant to the Stock Option Plan will not exceed 10% of the issued shares of the Company on the date of grant. As of September 30, 2025, nil Common Shares may be reserved for issuance pursuant to the Stock Option Plan. |
Stock Option Plan
On December 31, 2021, the Company adopted the Stock Option Plan, which permits the Company Board to grant options to purchase up to 10% of the issued number of common shares outstanding at the date of the grant. The Stock Option Plan is the Company’s only equity compensation plan.
The purpose of the Stock Option Plan established by the Company, pursuant to which it may grant incentive stock options, is to promote the profitability and growth of the Company by facilitating the efforts of the Company to obtain and retain key individuals. The Stock Option Plan provides an incentive for and encourages ownership of the Company by its key individuals so that they may increase their stake in the Company and benefit from increases in the value of the common shares. Pursuant to the Stock Option Plan, the maximum number of common shares reserved for issuance in any twelve- (12-) month period to any one optionee other than a consultant may not exceed 5% of the issued and outstanding common shares at the date of the grant. The maximum number of common shares reserved for issuance in any twelve- (12-) month period to any consultant may not exceed 2% of the issued and outstanding common shares at the date of the grant and the maximum number of common shares reserved for issuance in any twelve- (12-) month period to all persons engaged in investor relations activities may not exceed 2% of the issued and outstanding number of Common Shares at the date of the grant. Incentive stock options may be exercised until the greater of twelve (12) months after the completion of the Transaction and ninety (90) calendar days following the date the optionee ceases to be a director, officer or employee of the Company or its affiliates or a consultant or a management company employee, provided that if the cessation of such position or arrangement was by reason of death, the option may be exercised within a maximum period of one year after such death, subject to the expiry date of such option. The Stock Option Plan is administered by the Board.
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The Stock Option Plan provides for the grant of options to purchase Common Shares to eligible directors, officers, employees and consultants of the Company or any of its affiliates (“Participants”). The number of Common Shares reserved for issuance pursuant to options granted to any one Participant, other than a consultant, shall not, within any twelve- (12-) month period, exceed 5% of the total number of Common Shares then issued and outstanding unless disinterested shareholder approval is obtained. The number of Common Shares issuable to any insider and such insiders’ associates pursuant to options granted under the Stock Option Plan and all other security-based compensation arrangements of the Company shall not, at any time, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to insiders and such insiders’ associates pursuant to the Stock Option Plan and all other security-based compensation arrangements shall not, within any twelve- (12-) month period, exceed 10% of the total number of Common Shares then issued and outstanding, unless disinterested shareholder approval is obtained. The number of Common Shares issued to any one consultant shall not, within any twelve- (12-) month period, exceed 2% of the total number of Common Shares then issued and outstanding. The number of Common Shares issued to all persons engaged to conduct investor relations activities shall not, within any twelve- (12-) month period, exceed 2% of the total number of Common Shares then issued and outstanding.
The exercise price of an option is set by the Board at the time of grant but may not be less than the Discounted Market Price (as defined in the policies of the TSXV). If a press release fixing the price is not issued, the Discounted Market Price is the closing price per Common Share on the TSXV on the last trading day preceding the date of grant on which there was a closing price (less the applicable discount) provided that, if the Board, in its sole discretion, determines that the closing price on the last trading day preceding the date of grant would not be representative of the market price of the Common Shares, then the Board may base the price on the greater of the closing price and the weighted average price per share for the Common Shares for five (5) consecutive trading days ending on the last trading day preceding the date of grant on which there was a closing price on the TSXV. The weighted average price shall be determined by dividing the aggregate sale price of all Common Shares sold on the TSXV during the said five (5) consecutive trading days, by the total number of Common Shares so sold.
The expiration of any option will be accelerated if the Participant’s employment or other relationship with the Company terminates. An optionee that ceases to be a Participant (for reasons other than termination for cause) has ninety (90) days from the date of termination to exercise all existing vested options; provided that in no event shall such right extend beyond the option period. In the event of the death of a Participant, the options granted to the Participant shall be exercisable for a period of twelve (12) months from the date of death of the Participant by the person or persons to whom the Participant’s rights under the option shall pass by the Participant’s will or the laws of descent and distribution; provided that in no event shall such right extend beyond the option period. If the date on which an option expires occurs within or immediately following the last day of a trading black-out period imposed pursuant to the Company’s insider trading policy (as may be amended from time to time), then the expiry date of such option shall be the date that is ten (10) business days following the date of expiry of the trading black-out period. Any exercise, cancellation or expiry of options will make new grants available under the Stock Option Plan effectively resulting in re-loading of the number of options available to grant under the Stock Option Plan.
The Stock Option Plan further provides for the termination of options in connection with certain fundamental changes such as the dissolution, liquidation or merger of the Company, or in the event of a change of control of the Company and provides for accelerated vesting in such circumstances, at the discretion of the Board. Subject to the approval of any stock exchange on which the Company’s securities are listed, the Board may suspend, amend or terminate the Stock Option Plan.
The following types of amendments to the Stock Option Plan or an option granted under the Stock Option Plan require shareholder approval: (a) amendments to the number of Common Shares (or other securities) issuable under the Stock Option Plan; (b) any amendment which reduces the exercise price of an option that is held by an insider; (c) any amendment to the number of Common Shares (or other securities) issuable to an insider; (d) any amendment which extends the term of an Option held by or benefiting an insider; (e) amendments to the definition of “Participants”; (f) any amendment which adds any form of financial assistance; (g) any amendment to a financial assistance provision which is more favorable to Participants; (h) any amendment which adds a cashless exercise feature which does not provide for a full deduction of the number of underlying securities from the Stock Option Plan reserve; and (i) amendments adding a deferred or restricted share unit which results in Participants receiving securities while no cash consideration is received by the Company. The Board may approve all other amendments to the Stock Option Plan or options granted under the Stock Option Plan.
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Registrar and Transfer Agent
Odyssey Trust Company is the transfer agent and is located at #350, 409 Granville Street, Vancouver, British Columbia, Canada, V6C 1T2.
enCore Energy Corp. was incorporated on October 30, 2009, under the Laws of British Columbia and is a reporting issuer in all of the provinces and territories of Canada. enCore’s principal executive offices are located at One Galleria Tower, 13355 Noel Rd, Suite 1700 Dallas, Texas 75240.
In April 2025 Verdera completed the acquisition of NM Energy Holding Canada Corp. from enCore. NM Energy Holding Canada Corp. was a newly incorporated holding company with no transactions other than holding NM Energy Texas, which was incorporated in late 2024 for the purpose of acquiring the New Mexico mining assets of enCore in an internal reorganization of those assets. The New Mexico mining assets were previously held by Tigris Uranium Corp. and Uranco, Inc., both being subsidiaries of enCore. Both those subsidiaries were acquired by NM Energy Holding Corp. (Texas) in a divisive merger transaction, whereby the only assets acquired by NM Energy Holding Corp. (Texas) were the New Mexico mining assets. The divisive merger was effective on December 19, 2024.
Pursuant to a share purchase agreement with enCore, Verdera acquired 100% of NM Energy Holding Canada Corp., which owned 100% of NM Energy Holding Corp. (Texas), on April 9, 2025. NM Energy Holding Corp. (Texas) owns 100% of the Crownpoint Project except for a portion of one section owned 40% by NuFuel Inc. (a subsidiary of Laramide Resources Ltd.), as well as several other uranium properties in New Mexico.
In consideration for the acquisition of NM Energy Holding Canada Corp., Verdera issued enCore 50,000,000 Verdera Preferred Shares, made a cash payment of US$350,000 and granted enCore a 2% net proceeds royalty on uranium, and a 2% net smelter royalty on net smelter returns received for other minerals, mined from properties held by NM Energy Holding Canada Corp.
The following table sets forth, as of the date of this prospectus, the number of such Resulting Issuer Shares that enCore owns, and as the selling shareholder, may offer pursuant to this prospectus.
| Selling Unitholder | Resulting
Issuer Shares beneficially owned(1) | Percentage
of Resulting Issuer Shares Outstanding(2) | Maximum number of Resulting Issuer Shares that may be delivered by enCore to its stockholders in relation to the Special Distribution | Percentage
after maximum number of Resulting Issuer Shares that may be delivered by enCore to its stockholders in relation to the Special Distribution | ||||||||||||
| enCore Energy Corp. | 50,000,000 | 66.7 | % | 35,000,000 | 20.05 | % | ||||||||||
| (1) | Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. |
| (2) | The percentage of beneficial ownership is based on 35,000,000 Beneficial Shares outstanding |
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We have prepared this prospectus to allow the selling shareholder, enCore, to offer and sell from time to time up to 35,000,000 of the Distribution Shares by way of the Special Distribution by the selling shareholder, enCore, to the enCore Shareholders.
Pursuant to the Special Distribution, each enCore Shareholder as of the Distribution Record Date, will be entitled to receive their pro rata portion of the Distribution Shares per enCore common share held, as determined by the enCore board of directors.
On closing of the Transaction, enCore will hold 15,000,000 Resulting Issuer Shares and 35,000,000 Distribution Shares, representing approximately 20.05% of the Resulting Issuer’s issued and outstanding voting securities. As a result, enCore will be deemed an “affiliate” of the Resulting Issuer and is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act in relation to the Special Distribution of the Distribution Shares.
MATERIAL CANADIAN INCOME TAX CONSIDERATIONS
Canadian Income Tax Considerations
The following summary describes, as of the date hereof, the material Canadian federal income tax considerations generally applicable to a purchaser who acquires, as a beneficial owner, common shares pursuant to this prospectus and who, at all relevant times, for the purposes of the application of the Income Tax Act (Canada) and the Income Tax Regulations (which we collectively refer to as the Canadian Tax Act), (i) is not, and is not deemed to be, resident in Canada for purposes of the Canadian Tax Act and any applicable income tax treaty or convention; (ii) deals at arm’s length with us; (iii) is not affiliated with us; (iv) does not use or hold, and is not deemed to use or hold, common shares in a business or part of a business carried on in Canada; (v) has not entered into, with respect to the common shares, a “derivative forward agreement”, as that term is defined in the Canadian Tax Act and (vi) holds the common shares as capital property (which we refer to as a Non-Canadian Holder). This summary does not apply to a Non-Canadian Holder that is an insurer carrying on an insurance business in Canada and elsewhere or an “authorized foreign bank”, as that term is defined in the Canadian Tax Act. Such Non-Canadian Holders should consult their tax advisors for advice having regards to their particular circumstances.
This summary is based on the current provisions of the Canadian Tax Act and the Canada-United States Tax Convention, as amended or the Canada-U.S. Tax Treaty, and an understanding of the current administrative policies of the Canada Revenue Agency published in writing prior to the date hereof. It takes into account all specific proposals to amend the Canadian Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (which we refer to as the Proposed Amendments) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, regulatory, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.
This summary is of a general nature only and is not, and is not intended to be, legal or tax advice to any particular shareholder, and no representations with respect to the income tax consequences to any particular shareholder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, you should consult your own tax advisor with respect to your particular circumstances.
Generally, for purposes of the Canadian Tax Act, all amounts relating to the acquisition, holding or disposition of the common shares must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Canadian Tax Act. The amount of any dividends, capital gains or capital losses realized by a Non-Canadian Holder may be affected by fluctuations in the Canadian-U.S. dollar exchange rate.
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Dividends
Dividends paid or credited on the common shares or deemed to be paid or credited on the common shares to a Non-Canadian Holder will be subject to Canadian withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Non-Canadian Holder is entitled under any applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident. For example, under the Canada-U.S. Tax Treaty, where dividends on the common shares are considered to be paid to or derived by a Non-Canadian Holder that is the beneficial owner of the dividends and a U.S. resident for the purposes of, and is entitled to benefits of, the Canada-U.S. Tax Treaty, the applicable rate of Canadian withholding tax is generally reduced to 15% (or 5% in the case of a U.S. Holder that is a corporation beneficially owning at least 10% of all of the issued voting shares). We will be required to withhold the applicable withholding tax from any dividend and remit it to the Canadian government for the Non-Canadian Holder’s account. Non-Canadian Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty.
Dispositions
A Non-Canadian Holder will not be subject to tax under the Canadian Tax Act on any capital gain realized on a disposition or deemed disposition of a common share, nor will capital losses arising therefrom be recognized under the Canadian Tax Act, unless (i) the common shares are “taxable Canadian property” to the Non-Canadian Holder for purposes of the Canadian Tax Act at the time of disposition; and (ii) the Non-Canadian Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Canadian Holder is resident.
Generally, the common shares will not constitute “taxable Canadian property” to a Non-Canadian Holder at a particular time provided that the common shares are listed at that time on a “designated stock exchange” (as defined in the Canadian Tax Act), unless at any particular time during the 60-month period that ends at that time:
| · | at least 25% of the issued shares of any class or series of our capital stock was owned by or belonged to any combination of (a) the Non-Canadian Holder, (b) persons with whom the Non-Canadian Holder does not deal at arm’s length, and (c) partnerships in which the Non-Canadian Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, and |
| · | more than 50% of the fair market value of the common shares was derived, directly or indirectly, from one or any combination of : (i) real or immoveable property situated in Canada, (ii) “Canadian resource properties” (as that term is defined in the Canadian Tax Act), (iii) “timber resource properties” (as that term is defined in the Canadian Tax Act) and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. |
Notwithstanding the foregoing, in certain circumstances, common shares could be deemed to be “taxable Canadian property.”
A Non-Canadian Holder’s capital gain (or capital loss) of a disposition or deemed disposition of common shares that constitute or are deemed to constitute taxable Canadian property (and are not “treaty-protected property” as defined in the Canadian Tax Act) generally will be computed and taxed as though the Non-Canadian Holder were a resident of Canada for purposes of the Canadian Tax Act. Such Non-Canadian Holder may be required to report the disposition or deemed disposition of common shares by filing a tax return in accordance with the Canadian Tax Act. Non-Canadian Holders whose common shares may be taxable Canadian property should consult their own tax advisors regarding the tax and compliance considerations that may be relevant to them.
MATERIAL UNITED STATES INCOME TAX CONSIDERATIONS
The following is a general summary of certain material U.S. federal income tax considerations applicable to a U.S. Holder (as defined below) arising from and relating to the receipt of the Special Distribution and the ownership and disposition of our common shares received upon the Special Distribution.
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This summary is for general information purposes only and does not purport to be a complete analysis or listing of all potential U.S. federal income tax considerations that may apply to a U.S. Holder arising from and relating to the receipt of the Special Distribution and the ownership or disposition of common shares received upon completion of the Special Distribution. In addition, this summary does not take into account the individual facts and circumstances of any particular U.S. Holder that may affect the U.S. federal income tax considerations applicable to such U.S. Holder, including, without limitation, specific tax considerations applicable to a U.S. Holder under an applicable income tax treaty. Accordingly, this summary is not intended to be, and should not be construed as, legal or U.S. federal income tax advice with respect to any particular U.S. Holder. This summary does not address the U.S. federal net investment income tax, U.S. federal alternative minimum tax, U.S. federal estate and gift tax, U.S. state and local tax, or non-U.S. tax considerations applicable to U.S. Holders arising from and relating to the receipt of the Special Distribution or the ownership or disposition of common shares received upon the Special Distribution. In addition, except as specifically set forth below, this summary does not discuss applicable tax reporting requirements. Each U.S. Holder should consult its own tax advisors regarding the U.S. federal, U.S. state and local and non-U.S. tax considerations arising from and relating to the receipt of the Special Distribution and the ownership and disposition of common shares received upon the Special Distribution.
No ruling from the Internal Revenue Service (the “IRS”) has been requested, or will be obtained, regarding the U.S. federal income tax considerations applicable to a U.S. Holder arising from and relating to the receipt of the Special Distribution or the ownership or disposition of common shares. This summary is not binding on the IRS, and the IRS is not precluded from taking a position that is different from, or contrary to, the positions taken in this summary. In addition, because the authorities on which this summary is based are subject to various interpretations, the IRS and the U.S. courts could disagree with one or more of the conclusions described in this summary.
This summary is based on the United States Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations (whether final, temporary, or proposed) promulgated thereunder, published rulings of the IRS, published administrative positions of the IRS, the Convention between the United States of America and Canada with Respect to Taxes on Income and on Capital of 1980, as amended (the “Canada-U.S. Tax Treaty”), and U.S. court decisions that are applicable and, in each case, as in effect and available, as of the date of this document. Any of the authorities on which this summary is based could be changed in a material and adverse manner at any time, and any such change could be applied on a retroactive or prospective basis which could affect the U.S. federal income tax considerations described in this summary. This summary does not discuss the potential effects, whether adverse or beneficial, of any proposed legislation that, if enacted, could be applied on a retroactive or prospective basis.
U.S. Holders
For purposes of this summary, the term “U.S. Holder” means a recipient of the Special Distribution which will hold our common shares acquired upon the Special Distribution that is for U.S. federal income tax purposes:
| · | an individual citizen or resident of the United States.; |
| · | a corporation organized under the laws of the United States, any state thereof, or the District of Columbia; |
| · | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| · | a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. |
U.S. Holders Subject to Special U.S. Federal Income Tax Rules Not Addressed
This summary does not address the U.S. federal income tax considerations applicable to U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders that: (a) are tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts; (b) are banks, financial institutions, underwriters, insurance companies, real estate investment trusts, or regulated investment companies; (c) are broker-dealers, dealers, or traders in securities or currencies that elect to apply a mark-to-market accounting method; (d) have a “functional currency” other than the U.S. dollar; (e) own common shares as part of a straddle, hedging transaction, conversion transaction, constructive sale, or other integrated transaction; (f) acquire the common shares in connection with the exercise or cancellation of employee stock options or otherwise as compensation for services; (g) hold the common shares other than as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment purposes); (h) are subject to special tax accounting rules; (i) are partnerships or other “pass-through” entities (and investors in such partnerships and entities); (j) are S corporations (and shareholders or investors in such S corporations); (k) own, have owned or will own (directly, indirectly, or by attribution) 10% or more of the total combined voting power or value of our outstanding shares; (l) are U.S. expatriates or former long-term residents of the United States; or (m) hold the common shares in connection with a trade or business, permanent establishment, or fixed base outside the U.S. U.S. Holders that are subject to special provisions under the Code, including, but not limited to, U.S. Holders described immediately above, should consult their own tax advisors regarding the U.S. federal, U.S. state and local, and non-U.S. tax considerations arising from and relating to the receipt of the Special Distribution and the ownership and disposition of common shares received in the Special Distribution.
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If an entity or arrangement that is classified as a partnership (or other pass-through entity) for U.S. federal income tax purposes holds the common shares, the U.S. federal income tax considerations applicable to such entity or arrangement and the partners (or other owners or participants) of such entity or arrangement generally will depend on the activities of the entity or arrangement and the status of such partners (or owners or participants). This summary does not address the tax considerations applicable to any such entity, arrangement or partner (or other owner or participant). Partners (or other owners or participants) of entities or arrangements that are classified as partnerships or as other pass-through entities for U.S. federal income tax purposes should consult their own tax advisors regarding the U.S. federal income tax considerations arising from and relating to the receipt of the Special Distribution and the ownership and disposition of common shares received upon completion of the Special Distribution.
Receipt of the Special Distribution
The Special Distribution
The following discussion of the Special Distribution is subject, in its entirety, to the discussion below under the heading “–Passive Foreign Investment Company Rules”.
A U.S. Holder that receives Distribution Shares pursuant to the Special Distribution will be treated as receiving a distribution of property in an amount equal to the fair market value of the Distribution Shares as of the date of actual or constructive receipt (without reduction for any Canadian income tax withheld from such distribution). Such distribution would be taxable to the U.S. Holder as a dividend to the extent of enCore’s current and accumulated “earnings and profits” as determined in accordance with U.S. federal income tax principles. To the extent the fair market value of the Distribution Shares exceeds enCore’s current and accumulated earnings and profits, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s adjusted tax basis in its enCore common shares and thereafter, as gain from the sale or exchange of such enCore common shares. However, enCore does not intend to maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that the full fair market value of the Distribution Shares will constitute ordinary dividend income. In the case of a U.S. Holder that is a corporation, dividends paid on the enCore common shares generally will not be eligible for the “dividends received deduction”. Subject to applicable limitations and provided enCore is eligible for the benefits of the Canada-U.S. Tax Treaty or the enCore common shares are readily tradable on a United States securities market, dividends paid by enCore to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that enCore not be classified as a PFIC in the tax year of distribution or in the preceding tax year. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates (rather than preferential rates for qualified dividend income to the extent otherwise applicable) if enCore is a PFIC for the tax year of such distribution or the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.
Passive Foreign Investment Company Rules
If enCore were to constitute a “passive foreign investment company” within the meaning of Section 1297(a) of the Code (a “PFIC”) at any time during a U.S. Holder’s holding period of its enCore common shares, then certain potentially adverse rules may affect the U.S. federal income tax considerations applicable to such U.S. Holder resulting from the Special Distribution.
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enCore generally will be a PFIC if, for a tax year, (a) 75% or more of the gross income of enCore for such tax year is passive income (the “PFIC income test”) or (b) 50% or more of the value of the assets of enCore either produce passive income or are held for the production of passive income, based on the quarterly average of the fair market value of such assets (the “PFIC asset test”). “Gross income” generally includes all sales revenues less the cost of goods sold, plus income from investments and from incidental or outside operations or sources, and “passive income” generally includes, for example, dividends, interest, certain rents and royalties, certain gains from the sale of stock and securities, and certain gains from commodities transactions. Active business gains arising from the sale of commodities generally are excluded from passive income if substantially all of the non-U.S. corporation’s commodities are stock in trade or other inventory, depreciable property used in its trade or business, or supplies regularly used or consumed in the ordinary course of its trade or business, and certain other requirements are satisfied.
For purposes of the PFIC income test and PFIC asset test, if enCore owns, directly or indirectly, 25% or more of the total value of the outstanding shares of another corporation, enCore will be treated as if it (a) held a proportionate share of the assets of such other corporation and (b) received directly a proportionate share of the income of such other corporation. In addition, for purposes of the PFIC income test and PFIC asset test described above, and assuming certain other requirements are met, “passive income” does not include certain interest, dividends, rents, or royalties that are received or accrued by enCore from certain “related persons” (as defined in Section 954(d)(3) of the Code), to the extent such items are properly allocable to the income of such related person that is not passive income.
Based on an analysis of enCore’s activities and income and assets, enCore believes that it was a PFIC in its previous tax years ended December 31, 2022, and December 31, 2023, respectively, but does not believe it was classified as a PFIC for the tax year ended December 31, 2024 or December 31, 2025 and, based on current business plans and financial expectations, enCore does not expect to be a PFIC for its current tax year or the foreseeable future. However, enCore may be classified as a PFIC in future years.] OR [enCore believes that it was classified as a PFIC in certain previous tax years, but has not made a formal determination as to whether it was classified as a PFIC for the current tax year. No opinion of legal counsel or ruling from the IRS concerning enCore’s PFIC status has been obtained or is currently planned to be requested. PFIC classification is fundamentally factual in nature, generally cannot be determined until the close of the tax year in question and is determined annually. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the course of each such tax year and, as a result, enCore’s PFIC status for the current year cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any PFIC determination made by enCore. Each U.S. Holder should consult its own tax advisor regarding enCore’s status as a PFIC.
If enCore were to be treated as a PFIC for any tax year during a U.S. Holder’s holding period, and if such U.S. Holder is treated as receiving, as a result of the Special Distribution, an “excess distribution” on its enCore common shares, regardless of whether enCore was a PFIC in the year in which the Special Distribution occurs, such U.S. Holder could be subject to certain adverse U.S. federal income tax consequences as a result of the Special Distribution. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions received in the current tax year) exceeds 125% of the average distributions received during the three preceding tax years (or during a U.S. Holder’s holding period for the enCore common shares, if shorter).
In general, if a U.S. Holder who receives Distribution Shares pursuant to the Special Distribution has not made and maintained a timely and effective election to treat enCore as a “qualified electing fund” (a “QEF”) under Section 1295 of the Code (a “QEF Election”) or mark-to-market election with respect to its enCore common shares under Section 1296 of the Code (a “Mark-to-Market Election”), or that does not otherwise make a purging election and, if enCore is classified as a PFIC for its current tax year, a QEF Election for the tax year which includes the Special Distribution, the amount of any excess distribution such U.S. Holder receives with respect to its enCore common shares or any gained realized upon disposition thereof will be treated as received pro rata over such U.S. Holder’s holding period. With respect to the amount of any excess distribution allocated to any period preceding the first year in such U.S. Holder’s holding period when enCore was a PFIC (if any) and the amount of any excess distribution allocated to the year of the Special Distribution, such amounts will be treated as arising in the year of the Special Distribution and taxed at currently effective ordinary U.S. federal income tax rates. With respect to the amount of any excess distribution allocated to each of the other years in such U.S. Holder’s holding period, such amount will be taxed at the highest ordinary U.S. federal income tax rate in effect for each of those years and will be subject to interest charges relating to the deemed underpayment of taxes. Such a U.S. Holder that is not a corporation must treat any such interest as non-deductible personal interest. For a description of the QEF Election, Mark-to-Market Election and purging election, U.S. Holders should consult the discussion below under “General Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of Common Shares – Passive Foreign Investment Company Rules”.
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A U.S. Holder that has made and maintained a timely and effective QEF Election or Mark-to-Market Election, or that otherwise makes a purging election and, if enCore is classified as a PFIC for its current tax year, a QEF Election for the tax year which includes the Special Distribution, generally will not be subject to the adverse rules discussed above with respect to the Special Distribution. Instead, such U.S. Holder generally would be subject, with respect to the Special Distribution, to the rules described below under “General Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of Common Shares – Passive Foreign Investment Company Rules – QEF Election” or “General Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of Common Shares – Passive Foreign Investment Company Rules – Mark-to-Market Election”, as applicable.
For each tax year that enCore qualifies as a PFIC as determined by enCore based upon its reasonable analysis, including, without limitation, its most recently completed tax year and its current tax year, enCore intends to make available to U.S. Holders, upon their written request, all information and documentation that a U.S. Holder making a QEF Election with respect to enCore is required to obtain for U.S. federal income tax purposes. Such information may be included on enCore’s website. U.S. Holders should consult their own tax advisor regarding the availability of, and procedure for making, a QEF Election with respect to enCore and any entity in which it owns (directly or indirectly) equity interests in that is also a PFIC.
The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules and how the PFIC rules may affect the U.S. federal income tax considerations arising from and relating to the Special Distribution.
Foreign Tax Credits
The Special Distribution will be treated as non-U.S. -source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of non-U.S. taxes that may be claimed as a credit by U.S. taxpayers. In addition, the Treasury Regulations that apply to non-U.S. taxes paid or accrued (the “Foreign Tax Credit Regulations”) impose additional requirements for non-U.S. withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The U.S. Department of the Treasury has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.
Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to the Special Distribution generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all non-U.S. taxes paid or accrued (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.
Information Reporting and Backup Withholding
Information reporting requirements and the backup withholding rules generally will apply to the Special Distribution unless the U.S. Holder is an exempt recipient (such as a corporation). See the more detailed discussion of the rules applicable to information reporting and backup withholding in the section below entitled “General Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of Common Shares – Information Reporting and Backup Withholding”.
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General Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of Common Shares
Passive Foreign Investment Company Rules
If we were to constitute a PFIC at any time during a U.S. Holder’s holding period, then certain potentially adverse rules would affect the U.S. federal income tax considerations applicable to a U.S. Holder of the ownership and disposition of our common shares.
We believe that we were classified as a PFIC for our most recently completed tax year, and based on current business plans and financial expectations, we expect that we may be classified as a PFIC for our current tax year and may be a PFIC for subsequent tax years. No opinion of legal counsel or ruling from the IRS concerning our status as a PFIC has been obtained or is currently planned to be requested. The determination of whether any corporation was, or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the income, assets and nature of the activities of such corporation over the course of each such tax year and, as a result, our PFIC status and the PFIC status of each of our non-U.S. subsidiaries for the current tax year or any future tax year cannot be predicted with certainty as of the date of this document. Accordingly, there can be no assurance that the IRS will not challenge any determination made by us (or each of our non-U.S. subsidiaries) in respect of our PFIC status (or the PFIC status of each of our non-U.S. subsidiaries). If we are a PFIC for any tax year during which a U.S. Holder holds our common shares, we will continue to be treated as a PFIC with respect to such U.S. Holder, regardless of whether we cease to be a PFIC in one or more subsequent tax years. Each U.S. Holder should consult its own tax advisor regarding our status as a PFIC and the PFIC status of each of our non-U.S. subsidiaries.
In any year in which we are classified as a PFIC, a U.S. Holder will be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.
Under certain attribution rules, if we are a PFIC, U.S. Holders will generally be deemed to own their proportionate share of our direct or indirect equity interest in any company that is also a PFIC (a “Subsidiary PFIC”), and will generally be subject to U.S. federal income tax under the default rules of Section 1291 of the Code discussed below on their proportionate share of (i) any “excess distributions,” as described below, on the shares of a Subsidiary PFIC and (ii) a disposition or deemed disposition of the stock of a Subsidiary PFIC by us or another Subsidiary PFIC, both as if such U.S. Holders directly held the shares of such Subsidiary PFIC. In addition, U.S. Holders may be subject to U.S. federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC on the sale or disposition of our common shares. Accordingly, U.S. Holders should be aware that they could be subject to tax under the PFIC rules even if no distributions are received and no redemptions or other dispositions of our common shares are made.
Default PFIC Rules Under Section 1291 of the Code
If we are a PFIC for any tax year during which a U.S. Holder owns our common shares, the U.S. federal income tax considerations applicable to such U.S. Holder arising from and relating to the ownership and disposition of our common shares will depend on whether and when such U.S. Holder makes elections to treat us and each Subsidiary PFIC, if any, as a QEF or makes a Mark-to-Market Election with respect to our common shares. A U.S. Holder that does not make either a QEF Election or a Mark-to-Market Election will be referred to in this summary as a “Non-Electing U.S. Holder”.
A Non-Electing U.S. Holder will be subject to the default rules of Section 1291 of the Code described below with respect to (a) any gain recognized on the sale or other taxable disposition of our common shares and (b) any “excess distribution” received on our common shares. A distribution generally will be an “excess distribution” to the extent that such distribution (together with all other distributions with respect to our common shares received in the current tax year) exceeds 125% of the average annual distributions such U.S. Holder has received from us during the three preceding tax years (or during a U.S. Holder’s holding period for our common shares, if shorter).
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Under Section 1291 of the Code, if we were to constitute a PFIC during a Non-Electing U.S. Holder’s holding period of the common shares, any gain recognized on the sale or other taxable disposition of our common shares (including an indirect disposition of the stock of any Subsidiary PFIC), and any “excess distribution” received on such common shares (or a distribution by a Subsidiary PFIC to its shareholder that is deemed to be received by a U.S. Holder) must be ratably allocated to each day in the Non-Electing U.S. Holder’s holding period for the respective common shares. The amount of any such gain or excess distribution allocated to the tax year of disposition or distribution of the excess distribution and to years before the entity became a PFIC, if any, would be taxed as ordinary income (and not eligible for certain preferential tax rates). The amounts allocated to any other tax year would be subject to U.S. federal income tax at the highest tax rate applicable to ordinary income in each such year, and an interest charge would be imposed on the tax liability for each such year, calculated as if such tax liability had been due in each such year. A Non-Electing U.S. Holder that is not a corporation must treat any such interest paid as “personal interest,” which is not deductible.
If we are a PFIC for any tax year during which a Non-Electing U.S. Holder owns common shares and we cease to be a PFIC, a Non-Electing U.S. Holder may terminate ongoing deemed PFIC status with respect to our common shares by electing to recognize gain (which will be taxed under the default rules of Section 1291 of the Code as discussed above), but not loss, as if such common shares were sold on the last day of the last tax year for which we were a PFIC.
QEF Election
A U.S. Holder that makes a timely and effective QEF Election with respect to us for the first tax year in which the holding period of our common shares begins generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to its common shares. A U.S. Holder that makes a timely and effective QEF Election with respect to us will be subject to U.S. federal income tax on such U.S. Holder’s pro rata share of (a) our net capital gain, which will be taxed as long-term capital gain to such U.S. Holder, and (b) our ordinary earnings, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capital gain” is the excess of (a) net long-term capital gain over (b) net short-term capital loss, and “ordinary earnings” are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election with respect to us will be subject to U.S. federal income tax on such amounts for each tax year in which we are a PFIC, regardless of whether such amounts are actually distributed to such U.S. Holder by us. However, for any tax year in which we are a PFIC and have no net income or gain, U.S. Holders that have made a QEF Election with respect to us would not have any income inclusions as a result of the QEF Election. If a U.S. Holder that made a QEF Election has an income inclusion, such a U.S. Holder may, subject to certain limitations, elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not a corporation, any such interest paid will be treated as “personal interest,” which is not deductible.
A U.S. Holder that makes a timely and effective QEF Election with respect to us generally (a) may receive a tax-free distribution from us to the extent that such distribution represents our “earnings and profits”, as computed under U.S. federal income tax principles, that were previously included in income by the U.S. Holder because of such QEF Election and (b) will adjust such U.S. Holder’s tax basis in our common shares to reflect the amount included in income or allowed as a tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capital gain or loss on the sale or other taxable disposition of our common shares.
The procedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether such QEF Election is timely. A QEF Election will be treated as “timely” for purposes of avoiding the default PFIC rules discussed above if such QEF Election is made for the first year in the U.S. Holder’s holding period for our common shares in which we are a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documents at the time such U.S. Holder files a U.S. federal income tax return for such year. If a U.S. Holder does not make a timely and effective QEF Election with respect to us for the first year in the U.S. Holder’s holding period for the common shares, the U.S. Holder may still be able to make a timely and effective QEF Election with respect to us in a subsequent year if such U.S. Holder meets certain requirements and makes a “purging” election to recognize gain (which will be taxed under the default rules of Section 1291 of the Code discussed above) as if such common shares were sold for their fair market value on the day the QEF Election is effective. If a U.S. Holder makes a QEF Election but does not make a “purging” election to recognize gain as discussed in the preceding sentence, then such U.S. Holder will be subject to the QEF Election rules and will continue to be subject to tax under the default rules of Section 1291 of the Code discussed above with respect to our common shares.
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A QEF Election will apply to the tax year for which such QEF Election is timely made and to all subsequent tax years, unless such QEF Election is invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequent tax year, we cease to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those tax years in which we are not a PFIC. Accordingly, if we become a PFIC again in a later tax year, the QEF Election will still be effective, and the U.S. Holder will be subject to the QEF rules described above during any subsequent tax year in which we qualify as a PFIC.
If a U.S. Holder owns PFIC stock indirectly through another PFIC, separate QEF Elections must be made for the PFIC in which the U.S. Holder is a direct shareholder and the Subsidiary PFIC for the QEF rules to apply to both PFICs.
A U.S. Holder makes a QEF Election by attaching a completed IRS Form 8621, including a PFIC Annual Information Statement, to a timely filed U.S. federal income tax return. However, if we do not provide the required information with regard to us or any Subsidiary PFICs, U.S. Holders will not be able to make a QEF Election for such entity and will continue to be subject to the default rules of Section 1291 of the Code discussed above that apply to Non-Electing U.S. Holders with respect to the taxation of gains and excess distributions.
U.S. Holders should be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a QEF, or that we will supply U.S. Holders with a PFIC Annual Information Statement or other information that such U.S. Holders are required to report under the QEF rules, in the event we or any of our non-U.S. subsidiaries are a PFIC. Thus, U.S. Holders may not be able to make a QEF Election with respect to us or any of our non-U.S. subsidiaries. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a QEF Election.
Mark-to-Market Election
A U.S. Holder may make a Mark-to-Market Election with respect to our common shares only if our common shares are marketable stock. Our common shares generally will be “marketable stock” if our common shares are regularly traded on (a) a national securities exchange that is registered with the SEC, (b) the national market system established pursuant to Section 11A of the U.S. Exchange Act or (c) a non-U.S. securities exchange that is regulated or supervised by a governmental authority of the country in which the market is located, provided that (i) such non-U.S. exchange has trading volume, listing, financial disclosure, and surveillance requirements, and meets other requirements and the laws of the country in which such non-U.S. exchange is located, together with the rules of such non-U.S. exchange, ensure that such requirements are actually enforced and (ii) the rules of such non-U.S. exchange effectively promote active trading of listed stocks. If such stock is traded on such a qualified exchange or other market, such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. U.S. Holders should consult their own tax advisors regarding the marketable stock rules.
A U.S. Holder that makes a timely and effective Mark-to-Market Election with respect to our common shares generally will not be subject to the default rules of Section 1291 of the Code discussed above with respect to such common shares. However, if a U.S. Holder does not make a Mark-to-Market Election beginning in the first tax year of such U.S. Holder’s holding period for our common shares for which we are a PFIC and such U.S. Holder has not made a timely QEF Election, the default rules of Section 1291 of the Code discussed above will apply to certain dispositions of, and distributions on, our common shares.
A U.S. Holder that makes a timely and effective Mark-to-Market Election will include in ordinary income, for each tax year in which we are a PFIC, an amount equal to the excess, if any, of (a) the fair market value of our common shares held by such U.S. Holder, as of the close of such tax year over (b) such U.S. Holder’s adjusted tax basis in our common shares. A U.S. Holder that makes a Mark-to-Market Election will be allowed a deduction in an amount equal to the excess, if any, of (i) such U.S. Holder’s adjusted tax basis in our common shares, over (ii) the fair market value of such common shares (but only to the extent of the net amount of previously included income as a result of the Mark-to-Market Election for prior tax years).
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A U.S. Holder that makes a timely and effective Mark-to-Market Election generally also will adjust such U.S. Holder’s tax basis in our common shares to reflect the amount included in gross income or allowed as a deduction because of such Mark-to-Market Election. In addition, upon a sale or other taxable disposition of our common shares, a U.S. Holder that makes a Mark-to-Market Election will recognize ordinary income or ordinary loss (not to exceed the excess, if any, of (a) the amount included in ordinary income because of such Mark-to-Market Election for prior tax years over (b) the amount allowed as a deduction because of such Mark-to-Market Election for prior tax years). Losses that exceed this limitation are subject to the rules generally applicable to losses provided in the Code and Treasury Regulations.
A U.S. Holder makes a Mark-to-Market Election by attaching a completed IRS Form 8621 to a timely filed U.S. federal income tax return. A timely Mark-to-Market Election applies to the tax year for which such Mark-to-Market Election is made and to each subsequent tax year, unless our common shares cease to be “marketable stock” or the IRS consents to the revocation of such election. Each U.S. Holder should consult its own tax advisor regarding the availability of, and procedure for making, a Mark-to-Market Election.
Although a U.S. Holder may be eligible to make a Mark-to-Market Election with respect to our common shares, no such election may be made with respect to the stock of any Subsidiary PFIC that a U.S. Holder is treated as owning if such stock is not itself marketable stock. Hence, the Mark-to-Market Election would not be effective to avoid the application of the default rules of Section 1291 of the Code described above with respect to deemed dispositions of Subsidiary PFIC stock or distributions from a Subsidiary PFIC to its shareholder.
Other PFIC Rules
Under Section 1291(f) of the Code, the IRS has issued proposed Treasury Regulations that, subject to certain exceptions, would cause a U.S. Holder that had not made a timely QEF Election to recognize gain (but not loss) upon certain transfers of our common shares that would otherwise be tax-deferred (e.g., gifts and exchanges pursuant to corporate reorganizations) in the event that we are a PFIC during a U.S. Holder’s holding period for the relevant common shares. However, the specific U.S. federal income tax considerations applicable to a U.S. Holder may vary based on the manner in which our common shares are transferred.
If finalized in their current form, the proposed Treasury Regulations applicable to PFICs would be effective for transactions occurring on or after April 1, 1992. Because the proposed Treasury Regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final Treasury Regulations, taxpayers may apply reasonable interpretations of the Code provisions applicable to PFICs and that it considers the rules set forth in the proposed Treasury Regulations to be reasonable interpretations of those Code provisions. The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effects. U.S. Holders should consult their own tax advisors about the potential applicability of the proposed Treasury Regulations.
Certain additional adverse rules may apply with respect to a U.S. Holder if we are a PFIC, regardless of whether such U.S. Holder makes a QEF Election. For example, under Section 1298(b)(6) of the Code, a U.S. Holder that uses our common shares as security for a loan will, except as may be provided in Treasury Regulations, be treated as having made a taxable disposition of such common shares.
In addition, a U.S. Holder who acquires our common shares from a decedent will not receive a “step up” in tax basis of such common shares to fair market value unless such decedent had a timely and effective QEF Election in place.
Special rules also apply to the amount of foreign tax credit that a U.S. Holder may claim on a distribution from a PFIC. Subject to such special rules, non-U.S. taxes paid with respect to any distribution in respect of stock in a PFIC are generally eligible for the foreign tax credit. The rules relating to distributions by a PFIC and their eligibility for the foreign tax credit are complicated, and a U.S. Holder should consult with its own tax advisors regarding the availability of the foreign tax credit with respect to distributions by a PFIC.
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The PFIC rules are complex, and each U.S. Holder should consult its own tax advisor regarding the PFIC rules (including the availability and advisability of making a QEF Election or Mark-to-Market Election) and how the PFIC rules may affect the U.S. federal income tax considerations arising from and relating to the ownership, and disposition of common shares.
Ownership and Disposition of Common Shares
The following discussion is subject in its entirety to the rules described above under the heading “General Considerations Applicable to U.S. Holders Regarding the Ownership and Disposition of Common Shares – Passive Foreign Investment Company Rules”.
Distributions on Common Shares
Subject to the PFIC rules discussed above, a U.S. Holder that receives a distribution, including a constructive distribution, with respect to our common shares will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent of our current or accumulated “earnings and profits”, as computed in accordance with U.S. federal income tax principles. To the extent that a distribution exceeds our current and accumulated “earnings and profits”, such distribution will be treated first as a tax-free return of capital to the extent of a U.S. Holder’s adjusted tax basis in our common shares and thereafter as gain from the sale or exchange of such common shares (see “Sale or Other Taxable Disposition of Common Shares” below). However, we do not intend to maintain calculations of earnings and profits in accordance with U.S. federal income tax principles, and each U.S. Holder should therefore assume that any distribution by us with respect to our common shares will constitute ordinary dividend income. Dividends received on common shares generally will not be eligible for the “dividends received deduction” generally applicable to corporations. Subject to applicable limitations and provided we are eligible for the benefits of the Canada-U.S. Tax Treaty or the common shares are readily tradable on a United States securities market, dividends paid by us to non-corporate U.S. Holders, including individuals, generally will be eligible for the preferential tax rates applicable to long-term capital gains for dividends, provided certain holding period and other conditions are satisfied, including that we are not classified as a PFIC in the tax year of distribution or in the preceding tax year. A dividend generally will be taxed to a U.S. Holder at ordinary income tax rates (rather than preferential rates for qualified dividend income to the extent otherwise applicable) if we are a PFIC for the tax year of such distribution or the preceding tax year. The dividend rules are complex, and each U.S. Holder should consult its own tax advisor regarding the application of such rules.
Sale or Other Taxable Disposition of Common Shares
Upon the sale or other taxable disposition of common shares, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference, if any, between (a) the U.S. dollar value of any cash received plus the fair market value of any property received and (b) such U.S. Holder’s adjusted tax basis in such common shares sold or otherwise disposed of. A U.S. Holder’s initial tax basis in our common shares generally will be such holder’s U.S. dollar cost for such common shares. Gain or loss recognized on such sale or other taxable disposition generally will be long-term capital gain or loss if, at the time of the sale or other taxable disposition, the common shares have been held for longer than one year.
Preferential tax rates currently apply to long-term capital gain of a U.S. Holder that is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gain of a U.S. Holder that is a corporation. Deductions for capital losses are subject to significant limitations under the Code.
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Additional Tax Considerations
Receipt of Foreign Currency
The amount of any distribution paid to a U.S. Holder in non-U.S. currency, or payment received in non-U.S. currency on the sale, exchange or other taxable disposition of common shares, generally will be equal to the U.S. dollar value of such non-U.S. currency based on the exchange rate applicable on the date of receipt or, if applicable, the date of settlement if the common shares are traded on an established securities market (regardless of whether such non-U.S. currency is converted into U.S. dollars at that time). If the non-U.S. currency received is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the non-U.S. currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the non-U.S. currency after the date of receipt may have a non-U.S. currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for non-U.S. tax credit purposes. Different rules apply to U.S. Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own U.S. tax advisor regarding the U.S. federal income tax considerations arising from or relating to the acquisition, ownership and disposition of non-U.S. currency.
Foreign Tax Credit
Dividends paid on the common shares will be treated as non-U.S. -source income, and generally will be treated as “passive category income” or “general category income” for U.S. foreign tax credit purposes. Any gain or loss recognized on a sale or other disposition of common shares generally will be U.S. source gain or loss. Certain U.S. Holders that are eligible for the benefits of the Canada-U.S. Tax Treaty may elect to treat such gain or loss as Canadian-source gain or loss for U.S. foreign tax credit purposes. The Code applies various complex limitations on the amount of non-U.S. taxes that may be claimed as a credit by U.S. taxpayers. In addition, the Foreign Tax Credit Regulations impose additional requirements for non-U.S. withholding taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The U.S. Department of the Treasury has released guidance temporarily pausing the application of certain of the Foreign Tax Credit Regulations.
Subject to the PFIC rules and the Foreign Tax Credit Regulations, each as discussed above, a U.S. Holder that pays (whether directly or through withholding) Canadian income tax with respect to dividends paid on the common shares generally will be entitled, at the election of such U.S. Holder, to receive either a deduction or a credit for such Canadian income tax paid. Generally, a credit will reduce a U.S. Holder’s U.S. federal income tax liability on a dollar-for-dollar basis, whereas a deduction will reduce a U.S. Holder’s income that is subject to U.S. federal income tax. This election is made on a year-by-year basis and applies to all non-U.S. taxes paid or accrued (whether directly or through withholding) by a U.S. Holder during a year. The foreign tax credit rules are complex and involve the application of rules that depend on a U.S. Holder’s particular circumstances. Accordingly, each U.S. Holder should consult its own U.S. tax advisor regarding the foreign tax credit rules.
Information Reporting and Backup Withholding
Under U.S. federal income tax laws and Treasury Regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a non-U.S. corporation. For example, U.S. return disclosure obligations (and related penalties) are imposed on individuals who are U.S. Holders that hold certain specified foreign financial assets in excess of certain threshold amounts. The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a non-U.S. entity. U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at certain financial institutions. Penalties for failure to file certain of these information returns are substantial. U.S. Holders should consult their own tax advisors regarding the requirements of filing information returns, including the requirement to file an IRS Form 8938.
Payments made within the United States, or by a U.S. payor or U.S. middleman, of dividends on, and proceeds arising from the sale or other taxable disposition of, common shares generally may be subject to information reporting and backup withholding tax, currently at the rate of 24%, if a U.S. Holder (a) fails to furnish such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9), (b) furnishes an incorrect U.S. taxpayer identification number, (c) is notified by the IRS that such U.S. Holder has previously failed to properly report items subject to backup withholding tax, or (d) fails to certify, under penalty of perjury, that such U.S. Holder has furnished its correct U.S. taxpayer identification number and that the IRS has not notified such U.S. Holder that it is subject to backup withholding tax. However, certain exempt persons, such as U.S. Holders that are corporations, generally are excluded from these information reporting and backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the U.S. backup withholding tax rules generally will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Holder furnishes required information to the IRS in a timely manner.
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The discussion of reporting requirements set forth above is not intended to constitute a complete description of all reporting requirements that may apply to a U.S. Holder. A failure to satisfy certain reporting requirements may result in an extension of the time period during which the IRS can assess a tax, and under certain circumstances, such an extension may apply to assessments of amounts unrelated to any unsatisfied reporting requirement. Each U.S. Holder should consult its own tax advisor regarding the information reporting and backup withholding rules.
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO U.S. HOLDERS WITH RESPECT TO THE RECEIPT OF THE SPECIAL DISTRIBUTION OR THE OWNERSHIP AND DISPOSITION OF THE COMMON SHARES RECEIVED PURSUANT TO THE SPECIAL DISTRIBUTION. U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX CONSIDERATIONS APPLICABLE TO THEM IN THEIR OWN PARTICULAR CIRCUMSTANCES.
ENFORCEMENT OF CIVIL LIABILITIES
We are a corporation existing under the laws of the Province of British Columbia, Canada. All of our directors and officers, as well as the certain experts named in the “Experts” section of this prospectus, reside outside of the United States. Service of process upon such persons may be difficult or impossible to effect within the United States. Furthermore, because a substantial portion of our assets, and substantially all the assets of our directors and officers and the Canadian experts named herein, are located outside of the United States, any judgment obtained in the United States, including a judgment based upon the civil liability provisions of United States federal securities laws, against us or any of such persons may not be collectible within the United States. In addition, it may be difficult for an investor, or any other person or entity, to assert United States securities laws claims in original actions instituted in Canada. The Supreme Court of Canada has repeatedly affirmed that the requirements to enforce a foreign judgment are as follows:
| · | the judgment of the foreign court must be final and conclusive; |
| · | the court granting the foreign judgment must have had jurisdiction over the parties and the cause of action; |
| · | the action to enforce a foreign judgment must have been commenced within applicable limitation periods; |
| · | the judgment is not contrary to the law, public policy, security or sovereignty of Canada and its enforcement is not incompatible with Canadian concepts of justice or contrary to the laws governing enforcement of judgments; and |
| · | the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; |
Foreign judgments enforced by Canadian courts generally will be payable in Canadian dollars. A Canadian court hearing an action to recover an amount in a non-Canadian currency will render judgment for the equivalent amount in Canadian currency.
Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168, (800) 221-0102 .
EXPENSES RELATING TO THIS OFFERING
Set forth below is an itemization of the total expenses, excluding Placement Agent fees, expected to be incurred in connection with the offer and sale of our common shares. Except for the SEC registration fee, all amounts are estimates.
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| SEC registration fee | $ | · | ||
| FINRA filing fee | 0 | |||
| Accounting fees and expenses | 50,000 | |||
| Legal fees and expenses | 150,000 | |||
| Printing expenses | 20,000 | |||
| Miscellaneous | 5,000 | |||
| TOTAL | $ | · |
Certain legal matters as to the United States federal and New York law in connection with this offering will be passed upon for us by Dorsey & Whitney LLP. The validity of the Distribution Shares offered in this offering and certain other legal matters as to Canadian law will be passed upon for us by Morton Law LLP.
Our consolidated financial statements as of September 30, 2025 and 2024 and for the periods then ended included in this prospectus have been audited by MNP LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The offices of MNP LLP are located at 1 Adelaide Street East, Suite 1900, Toronto, ON M5C 2V9.
The consolidated financial statements of Verdera for the period from incorporation on September 27, 2024 to March 31, 2025 and for the month ended April 30, 2025 included in this prospectus have been audited by De Visser Gray LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such consolidated financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The offices of De Visser Gray LLP are located at 905 Pender St W #401, Vancouver, BC V6C 1L6.
The carve out financial statements of NM Energy Holding Canada Corp. for the period ended March 31, 2025 and the years ended December 31, 2024 and 2023 included in this prospectus have been audited by De Visser Gray LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The disclosure in this prospectus of scientific and technical information taken from or summarized from the Crownpoint Technical Report was prepared by BRS Inc., a QP firm. BRS Inc. is independent of the Company and does not have any financial interests in the Company or this offering.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and schedules, under the Securities Act with respect to the common shares to be sold in this offering. This prospectus, which constitutes a part of the registration statement, does not contain all the information contained in the registration statement. You should read the registration statement on Form F-1 and its exhibits and schedules for further information with respect to us and the common shares.
Immediately upon completion of this offering, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov. Additionally, we will make these filings available, free of charge, on our website at https://foremostlithium.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus and is not incorporated by reference into this document.
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As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
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VERDERA ENERGY CORP.
(FORMERLY POCML 7 INC.)
Verdera Energy Holdings Inc.
(formerly Verdera Energy Corp.)
PRO FORMA FINANCIAL STATEMENTS OF VERDERA ENERGY CORP.
CARVE-OUT FINANCIAL STATEMENTS OF NM ENERGY HOLDING CANADA CORP.
F-1
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Unaudited Condensed Interim Financial Statements
FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(Stated in Canadian Dollars)
F-2
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Unaudited Condensed Interim Statements of Financial Position
As at December 31, 2025, and September 30, 2025
(Stated in Canadian Dollars)
| 2025 December 31 | 2025 September 30 (Audited) | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 605,403 | $ | 606,725 | ||||
| Interest receivable | 12,712 | 8,843 | ||||||
| Total assets | 618,115 | 615,568 | ||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable & accrued liabilities | 73,707 | 40,882 | ||||||
| Total liabilities | 73,707 | 40,882 | ||||||
| Shareholders' equity | ||||||||
| Share capital (Note 4) | 638,725 | 638,725 | ||||||
| Contributed surplus (Note 4) | 88,113 | 88,113 | ||||||
| Accumulated deficit | (182,430 | ) | (152,152 | ) | ||||
| Total shareholders' equity | 544,408 | 574,686 | ||||||
| Total liabilities and shareholders' equity | $ | 618,115 | $ | 615,568 | ||||
Incorporation and Nature of Business (Note 1)
Subsequent events (Note 7)
Approved on Behalf of the Board:
| “Greg Hayes” (signed) | |
| Director | |
| “Mark Pelizza” (signed) | |
| Director |
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
F-3
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Unaudited Condensed Interim Statements of Comprehensive (Income)/Loss
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
Three months ended December 31, | Three months ended December 31, | |||||||
| 2025 | 2024 | |||||||
| Expenses | ||||||||
| Operating, general and administrative | $ | 4,324 | $ | 241 | ||||
| Professional fees | 29,847 | - | ||||||
| Total expenses | 34,171 | 241 | ||||||
| Interest Income | (3,893 | ) | (6,319 | ) | ||||
| Net (income)/loss and comprehensive (income)/loss for the period | 30,278 | (6,078 | ) | |||||
| Net income per common share | ||||||||
| Basic earnings per share | $ | 0.00 | $ | 0.00 | ||||
| Fully diluted earnings per share | $ | 0.00 | $ | 0.00 | ||||
| Weighted average number of common shares outstanding | ||||||||
| Basic | 7,277,777 | 7,268,791 | ||||||
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
F-4
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Unaudited
Condensed Interim Statements of Changes in Shareholder’s Equity
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
| Note | Number
of Shares | Share $ | Contributed $ | Accumulated Deficit $ | Shareholders’ Equity $ | ||||||||||||||||||
| Balance at September 30, 2024 | 7,259,193 | 634,366 | 89,642 | (147,395 | ) | 576,613 | |||||||||||||||||
| Shares issued – warrants exercised | 4 | 18,584 | 4,359 | (1,529 | ) | - | 2,830 | ||||||||||||||||
| Net gain for the period | - | - | - | 6,078 | 6,078 | ||||||||||||||||||
| Balance at December 31, 2024 | 7,277,777 | 638,725 | 88,113 | (141,317 | ) | 585,521 | |||||||||||||||||
| Balance at September 30, 2025 | 7,277,777 | 638,725 | 88,113 | (152,152 | ) | 574,686 | |||||||||||||||||
| Net loss for the period | - | - | - | (30,278 | ) | (30,278 | ) | ||||||||||||||||
| Balance at December 31, 2025 | 7,277,777 | 638,725 | 88,113 | (182,430 | ) | 544,408 | |||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
F-5
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Unaudited
Condensed Interim Statements of Cash Flows
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
| Three months
ended December 31, 2025 | Three months
ended December 31, 2024 | |||||||
| Cash flows used in operating activities: | ||||||||
| Gain/(loss) for the period | $ | (30,278 | ) | $ | 6,078 | |||
| Changes in non-cash working capital: | ||||||||
| Interest receivable | (3,869 | ) | (6,238 | ) | ||||
| Accounts payable & accrued liabilities | 32,825 | 2,752 | ||||||
| Cash provided by/(used in) operating activities | (1,322 | ) | 2,592 | |||||
| Financing | ||||||||
| Net proceeds from exercise of warrants (Note 4) | - | 2,830 | ||||||
| Cash provided by financing activities | - | 2,830 | ||||||
| Net change in cash and cash equivalents | (1,322 | ) | 5,422 | |||||
| Cash and cash equivalents, beginning of the period | 606,725 | 598,838 | ||||||
| Cash and cash equivalents, end of period | $ | 605,403 | $ | 604,260 | ||||
The accompanying notes are an integral part of these unaudited condensed interim financial statements.
F-6
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Notes to Unaudited Condensed Interim Financial Statements
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
1. INCOPORATION AND NATURE OF BUSINESS
Verdera Energy Corp. (formerly POCML 7 Inc.) (the “Corporation”) was incorporated under the Business Corporations Act (Ontario) on December 31, 2021 and was a Capital Pool Corporation as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Corporation was the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"), as defined under the policies of the Exchange. The Corporation has not commenced commercial operations and as at December 31, 2025 had no assets other than cash and cash equivalents and interest receivable. Given the nature of the activities, no separate segmented information is reported.
The Corporation’s continuing operations, as intended, were dependent on its ability to secure equity financing to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.
Subsequent to December 31, 2025, the Corporation completed its Qualifying Transaction with Verdera Energy Corp. (“Verdera”) (Note 7). Immediately prior to the closing, the Corporation consolidated its issued and outstanding shares on a 0.656565 Corporation common shares for each previously existing share basis and changed its name from POCML 7 Inc. to Verdera Energy Corp. All references to shares, options, warrants and per share amounts have been retroactively restated to reflect the share consolidation.
The head office of the Corporation is #250 – 750 West Pender Street, Vancouver, BC, V6C 2T7 and the registered office of the Corporation is #1200 – 750 West Pender Street, Vancouver, BC, V6C 2T8.
The unaudited condensed interim financial statements for the three ended December 31, 2025 and 2024 were approved by the Board of Directors on April 7, 2026.
F-7
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Notes to Unaudited Condensed Interim Financial Statements
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
2. BASIS OF PRESENTATION
Statement of Compliance
The unaudited condensed interim financial statements were prepared in accordance with International Accounting Standards (“IAS”) 34 “Interim Financial Reporting” (“IAS 34”) using accounting policies consistent with the International Financial Reporting Standards® (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
Basis of Presentation
The condensed unaudited interim financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVPTL”), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these unaudited condensed interim financial statements.
Functional and presentation currency
The condensed unaudited interim financial statements are presented in Canadian dollars (“CAD”), which is the Corporation’s functional and presentation currency.
Use of Estimates
The preparation of condensed unaudited interim financial statements in conformity with IFRS requires management to make estimates and assumptions which affect the reported amounts of the Corporation’s assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results may differ from those estimates used financial statements. A key source of measurement uncertainty is stock-based compensation. Determining the fair value of equity-settled stock-based compensation awards at the grant date requires estimating the expected term of stock options, the expected volatility of the Corporation’s stock, the expected dividends and the number of stock-based awards that are expected to be forfeited.
3. MATERIAL ACCOUNTING POLICIES
The financial framework and accounting policies applied in the preparation of these condensed unaudited interim financial statements are consistent with those as disclosed in its most recently completed audited financial statements for the year ended September 30, 2025.
F-8
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Notes to Unaudited Condensed Interim Financial Statements
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
4. SHARE CAPITAL
Authorized
Unlimited
number of common shares
Unlimited number of special shares
Subsequent to December 31, 2025, the Corporation completed its Qualifying Transaction with Verdera Energy Corp. (Note 7). Immediately prior to the closing, the Corporation consolidated its issued and outstanding shares on a 0.656565 Corporation common shares for each previously existing share basis. All references to shares, options, warrants and per share amounts have been retroactively restated to reflect the share consolidation.
Issued Share Capital
Escrowed Shares
On December 31, 2021, the Corporation issued 0.656565 common share at $0.08 per common share for total proceeds of $0.08.
On September 19, 2022, 0.656565 common share was donated back to the Corporation for cancellation and 5,580,803 common shares were issued at a price of $0.08 per share for gross proceeds of $425,000.
The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed Common Shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.
All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.
All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be escrowed.
Initial Public Offering
On November 16, 2022, the Corporation completed an Initial Public Offering (the “Offering”) of 1,641,413 common shares at $0.15 per common share for aggregate gross proceeds of $250,000 pursuant to a prospectus dated November 07, 2022. The Corporation paid issuance costs of $39,857 and prior to listing, granted the agent 114,899 compensation common share purchase warrants with an exercise price of $0.15 valued at $9,450 expiring after two years on November 16, 2024 (twenty-four months from the date the Corporation’s common shares were listed on the TSX Venture Exchange).
F-9
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Notes to Unaudited Condensed Interim Financial Statements
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
4. SHARE CAPITAL (continued)
On November 16, 2022, at the closing of the Offering and prior to listing, the Corporation also granted stock options to directors and officers of the Corporation to acquire up to an aggregate of 722,222 common shares at an exercise price of $0.15 per share, valued at $83,233 expiring after five years on November 16, 2027, vesting immediately.
Common Shares
On August 2, 2023 the Corporation issued an aggregate of 2,978 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $454.
On March 22, 2024 the Corporation issued an aggregate of 33,999 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $5,178.
On November 14, 2024 the Corporation issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $2,830.
Contributed Surplus
The Corporation has established a stock option plan for its directors, officers and consultants under which the Corporation may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.
Options may be granted for a maximum term of ten years from the date of the grant. They are nontransferable and expire within 90 days of termination of employment or holding office as director or officer of the Corporation and, in the case of death, expire one year thereafter.
The following table reflects the continuity of stock options and compensation warrants:
| Number of stock options and compensation warrants | Weighted average exercise price ($) | Fair Value ($) | ||||||||||
| Balance at September 30, 2024 | 800,143 | 0.15 | 89,642 | |||||||||
| Compensation warrants exercised November 14, 2024 | (18,584 | ) | 0.15 | (2,796 | ) | |||||||
| Compensation warrants expired November 16, 2024 | (59,337 | ) | 0.15 | - | ||||||||
| Balance September 30, 2025 & December 31, 2025 | 722,222 | 0.15 | 88,113 | |||||||||
F-10
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Notes to Unaudited Condensed Interim Financial Statements
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
4. SHARE CAPITAL (continued)
On November 14, 2024 the Corporation issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in the fair value of $1,528 reallocation from contributed surplus to share capital.
On November 16, 2024 the 59,337 compensation warrant expired, unexercised.
The following table reflects stock options and compensation warrants issued and outstanding as of December 31, 2025:
| Weighted Average Remaining | Number of Options and | Number of Options and | ||||||||||||||
| Exercise | Contractual | Warrants | Warrants Vested | |||||||||||||
| Expiry Date | Price | Life (years) | Outstanding | (Exercisable) | ||||||||||||
| November 16, 2027 | $ | 0.15 | 1.88 | 722,222 | 722,222 | |||||||||||
| $ | 0.15 | 1.88 | 722,222 | * | 722,222 | |||||||||||
*Subsequent to December 31, 2025, 722,222 stock options and compensation warrants were exercised for proceeds of $110,000.
5. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
Capital management
The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.
The Corporation includes equity, comprised of issued common shares, in the definition of capital.
The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange.
Risk disclosures and fair values
The Corporation's financial instruments carried at amortized cost, consist of accounts payable and accrued liabilities which approximate fair value due to the relatively short term maturities of the instrument. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.
F-11
Verdera Energy Corp. (formerly POCML 7 Inc.)
(a Capital Pool Corporation)
Notes to Unaudited Condensed Interim Financial Statements
For the three months ended December 31, 2025 and 2024
(Stated in Canadian Dollars)
6. RELATED PARTY TRANSACTIONS
There were no transactions with related parties during the three months ended December 31, 2025 and 2025.
7. SUBSEQUENT EVENTS
On November 25, 2025, the Corporation entered into an amalgamation agreement (the “Amalgamation Agreement”) with respect to an arm’s length business combination transaction (the “Transaction”) with Verdera Energy Corp. (“Verdera”). Verdera is a mining company incorporated under the laws of British Columbia, Canada focused on the development of uranium assets in New Mexico. The Transaction constitutes its Qualifying Transaction, as such term is defined in policy 2.4 of the TSX Venture Exchange (the “Exchange”). Upon completion of the Transaction, the Resulting Issuer (as defined in Exchange Policy 2.4) was named Verdera Energy Corp. and is listed as a Tier 1 Issuer on the Exchange under the symbol “V”.
In connection with the Transaction, on February 12, 2026, Verdera (17,330,000 subscription receipts) and the Corporation (2,670,000 subscription receipts) completed a financing of 20,000,000 subscription receipts converted into common shares of the Resulting Issuer at an offering price of $1.00 per subscription receipt for proceeds of $20,000,000 (the “Offering”). Verdera entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP, acting as co-lead agents, on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (collectively, the “Agents”), granting the Agents an option, exercisable up to 48 hours prior to the closing of the Offering, to purchase up to an additional 15% subscription receipts (up to 3,000,000 additional subscription receipts) for additional gross proceeds of up to $3,000,000 – this option was not exercised. In connection with the Offering, Verdera paid the Agents a $1,000,000 cash commission, with half, $500,000, paid upon closing along with $126,730 in Agents’ expenses, and issued the Agents 800,000 broker subscription receipts, which converted upon completion of the Transaction to broker warrants exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. Concurrent to the closing of the transaction, Verdera also completed a non-brokered private placement for aggregate gross proceeds of $400,000 for 400,000 common shares at $1.00 per common share. Additionally, 250,000 common shares were issued for advisory services and 15,000,000 preferred shares were converted to common shares in relation to the transaction.
Pursuant to the Transaction, Verdera paid an advisor 1.5% of the gross proceeds of the Offering and granted compensation options equal to 1.5% of the total number of subscription receipts sold, with each compensation option exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. Verdera also granted to another advisor 250,000 compensation options exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction.
For accounting purposes, the Transaction constituted a reverse takeover, as the shareholders of Verdera acquired control of the consolidated entity upon the completion of the Transaction. The reverse takeover did not constitute a business combination under IFRS 3 and will be accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. Verdera was treated as the accounting parent (legal subsidiary), and POCML7 was treated as the accounting subsidiary (legal parent) on closing of the Transaction.
F-12
Verdera Energy Corp. (formerly, POCML 7 INC.)
(A Capital Pool Corporation)
Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
F-13

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Verdera Energy Corp. (formerly, POCML 7 Inc.).
Opinion on the Financial Statements
We have audited the accompanying statements of financial position of Verdera Energy Corp. (formerly, POCML 7 Inc.) (the “Company”) as at September 30, 2025 and September 30, 2024, and the related statements of loss and comprehensive loss, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended September 30, 2025, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2025 and September 30, 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2025, in conformity with IFRS® Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Chartered Professional Accountants
Licensed Public Accountants
We have served as the Company’s auditor since 2022.
Toronto, Canada
April 7, 2026
| MNP LLP | ||
| 1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9 | 1.877.251.2922 T: 416.596.1711 F: 416.596.7894 |
F-14
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Statements of Financial Position
As at September 30, 2025 and September 30, 2024
(Expressed in Canadian Dollars)
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 606,725 | $ | 598,838 | ||||
| Interest receivable | 8,843 | 14,579 | ||||||
| Total assets | 615,568 | 613,417 | ||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable & accrued liabilities | 40,882 | 36,804 | ||||||
| Total liabilities | 40,882 | 36,804 | ||||||
| Shareholders' equity | ||||||||
| Share capital (Note 4) | 638,725 | 634,366 | ||||||
| Contributed surplus (Note 4) | 88,113 | 89,642 | ||||||
| Accumulated deficit | (152,152 | ) | (147,395 | ) | ||||
| Total shareholders' equity | 574,686 | 576,613 | ||||||
| Total liabilities and shareholders' equity | $ | 615,568 | $ | 613,417 | ||||
Incorporation and Nature of Business (Note 1)
Subsequent events (Note 8)
Approved on Behalf of the Board:
| “Greg Hayes” (signed) | |
| Greg Hayes | |
| Director | |
| “Mark Pelizza” (signed) | |
| Mark Pelizza | |
| Director |
The accompanying notes are an integral part of these financial statements.
F-15
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Statements of Loss and Comprehensive Loss
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars except share amounts)
| For the year ended | For the year ended | |||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Expenses | ||||||||
| Operating, general and administrative | $ | 9,561 | $ | 9,370 | ||||
| Professional Fees | 14,393 | 15,683 | ||||||
| Total expenses | 23,954 | 25,053 | ||||||
| Interest Income | (19,197 | ) | (23,902 | ) | ||||
| Net loss and comprehensive loss for the year | 4,757 | 1,151 | ||||||
| Net loss per share | ||||||||
| Basic and diluted | $ | 0.00 | $ | 0.00 | ||||
| Weighted average number of shares outstanding | ||||||||
| Basic and diluted | 7,275,531 | 7,243,122 | ||||||
The accompanying notes are an integral part of these financial statements.
F-16
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Statements of Changes in Shareholders’
Equity
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars except share amounts)
| Number of | Share Capital | Contributed Surplus | Accumulated Deficit | Shareholders’ Equity | ||||||||||||||
| Note | Shares | $ | $ | $ | $ | |||||||||||||
| Balance at September 30, 2023 | 4 | 7,225,193 | 626,392 | 92,438 | (146,244 | ) | 572,586 | |||||||||||
| Shares issued – warrants exercised | 4 | 34,000 | 7,974 | (2,796 | ) | - | 5,178 | |||||||||||
| Net loss for the year | - | - | - | (1,151 | ) | (1,151 | ) | |||||||||||
| Balance at September 30, 2024 | 7,259,193 | 634,366 | 89,642 | (147,395 | ) | 576,613 | ||||||||||||
| Shares issued – warrants exercised | 4 | 18,584 | 4,359 | (1,529 | ) | - | 2,830 | |||||||||||
| Net loss for the year | - | - | - | (4,757 | ) | (4,757 | ) | |||||||||||
| Balance at September 30, 2025 | 7,277,777 | 638,725 | 88,113 | (152,152 | ) | 574,686 | ||||||||||||
The accompanying notes are an integral part of these financial statements.
F-17
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
| For the year ended September 30, 2025 | For the year ended September 30, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Loss for the year | $ | (4,757 | ) | $ | (1,151 | ) | ||
| Changes in non-cash working capital: | ||||||||
| Interest receivable* | 5,736 | (1,620 | ) | |||||
| Accounts payable & accrued liabilities | 4,078 | 3,148 | ||||||
| Cash provided by/ in operating activities | 5,057 | 377 | ||||||
| Cash flows from financing activities: | ||||||||
| Net proceeds from exercise of warrants (Note 4) | 2,830 | 5,178 | ||||||
| Cash provided by financing activities | 2,830 | 5,178 | ||||||
| Net change in cash and cash equivalents | 7,887 | 5,555 | ||||||
| Cash and cash equivalents, beginning of the year | 598,838 | 593,283 | ||||||
| Cash and cash equivalents, end of the year | $ | 606,725 | $ | 598,838 | ||||
* The company received $24,895 (2024 - $22,282) interest payment.
The accompanying notes are an integral part of these financial statements.
F-18
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
1. INCORPORATION AND NATURE OF BUSINESS
Verdera Energy Corp. (formerly POCML 7 Inc.) (the “Corporation”) was incorporated under the Business Corporations Act (Ontario) on December 31, 2021 and is a Capital Pool Corporation as defined in the Policy 2.4 of the TSX Venture Exchange (the “Exchange”). The principal business of the Corporation will be the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction ("QT"), as defined under the policies of the Exchange. The Corporation has not commenced commercial operations and has no assets other than cash and cash equivalents and interest receivable. Given the nature of the activities, no separate segmented information is reported.
The Corporation’s continuing operations, as intended, are dependent on its ability to secure equity financing with which it intends to identify and evaluate potential acquisitions of businesses, and once identified and evaluated, to negotiate an acquisition thereof or participation therein subject to receipt of regulatory and, if required, shareholders’ approval.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange.
Subsequent to September 30, 2025, the Corporation completed its Qualifying Transaction with Verdera Energy Corp. (“Verdera”) (Note 7). Immediately prior to closing, the Corporation consolidated its issued and outstanding shares on a 0.656565 Corporation common shares for each previously existing share basis and changed its name from POCML 7 Inc. to Verdera Energy Corp. All references to shares, options, warrants and per share amounts have been retroactively restated to reflect the share consolidation.
The head office of the Corporation is #250 – 750 West Pender Street, Vancouver, BC, V6C 2T7 and the registered office of the Corporation is #1200 – 750 West Pender Street, Vancouver, BC, V6C 2T8.
The financial statements were approved by the Board of Directors on April 07, 2026.
F-19
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Notes to Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
2. BASIS OF PRESENTATION
Statement of Compliance
The financial statements, including comparatives, have been prepared in accordance with IFRS® Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”).
Basis of Presentation
The financial statements are prepared on a historical cost basis except for certain financial instruments classified as fair value through profit or loss (“FVPTL”), which are stated at their fair value. The accounting policies have been applied consistently throughout the entire period presented in these financial statements.
Functional and presentation currency
The financial statements are presented in Canadian dollars (“CAD”), which is the Corporation’s functional and presentation currency.
Use of Estimates
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions which affect the reported amounts of the Corporation’s assets and liabilities, and the reported amounts of revenues and expenses during the period. Actual results may differ from those estimates used in financial statements. A key source of measurement uncertainty is stock-based compensation. Determining the fair value of equity-settled stock-based compensation awards at the grant date requires estimating the expected term of stock options, the expected volatility of the Corporation’s stock, the expected dividends and the number of stock-based awards that are expected to be forfeited.
3. MATERIAL ACCOUNTING POLICIES
Cash and Cash Equivalents
The Corporation considers all highly liquid instruments which are either cashable or mature within three months or less at the time of issuance to be cash equivalents.
Share Capital
Common shares are classified as equity. Incremental costs directly attributable to the issuance of shares are recognized as a deduction from equity.
Financial Instruments
Recognition
The Corporation recognizes financial assets and financial liabilities on the date the Corporation becomes a party to the contractual provisions of the instruments.
F-20
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Notes to Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
3. MATERIAL ACCOUNTING POLICIES (continued)
Classification
The Corporation classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss, and ii) those to be measured at amortized cost. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.
The Corporation reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.
The Corporation has implemented the following classifications: cash and cash equivalents are classified as assets at fair value and any period change in fair value is recorded in profit or loss and interest receivable and accounts payable and accrued liabilities are classified as amortized cost.
Measurement
All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss.
Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit or loss and other comprehensive income (irrevocable election at the time of recognition).
Additional fair value measurement disclosure includes classification of financial instrument fair values in a fair value hierarchy comprising three levels reflecting the significance of the inputs used in making the measurements which are as follows:
Level 1: Valuations based on quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Valuations based on directly or indirectly observable inputs in active markets for similar assets or liabilities, other than Level 1 prices, such as quoted interest or currency exchange rates; and
Level 3: Valuations based on significant inputs that are not derived from observable market data, such as discounted cash flow methodologies based on internal cash flow forecasts.
Cash and cash equivalents are a level 1 financial instrument measured at fair value on the statements of financial position.
F-21
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Notes to Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
3. MATERIAL ACCOUNTING POLICIES (continued)
Income Taxes
Income tax expense consists of current and deferred tax expense. Current and deferred tax are recognized in profit or loss except to the extent that it relates to items recognized directly in equity or other comprehensive income.
Current tax is recognized and measured at the amount expected to be recovered from or payable to the taxation authorities based on the income tax rates enacted or substantively enacted at the end of the reporting period and includes any adjustment to taxes payable in respect of previous years.
Deferred tax is recognized on any temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable earnings. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized and the liability is settled.
The effect of a change in the enacted or substantively enacted tax rates is recognized in net earnings and comprehensive income or in equity depending on the item to which the adjustment relates.
Deferred tax assets are recognized to the extent future recovery is probable. At each reporting period end, deferred tax assets are reduced to the extent that it is no longer probable that sufficient taxable earnings will be available to allow all or part of the asset to be recovered.
Share-based Payments
The Corporation uses a fair value-based method of accounting for stock options and warrants granted to directors, officers, employees and consultants. The fair value is determined using the Black-Scholes Option Pricing Model on the date of grant, with assumptions for risk-free interest rate, volatility, expected forfeiture and life of the options or warrants. The cost is measured at the date of grant and each tranche is recognized on a graded-vesting basis over the applicable vesting period as an increase in share-based payments expense and the contributed surplus reserves account. On the exercise of the stock options and warrants, the proceeds received by the Company, together with the respective amount from the contributed surplus reserves, are credited to share capital.
Loss per share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period. Diluted loss per share is computed similarly to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods. For the periods presented, this calculation proved to be anti-dilutive.
F-22
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Notes to Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
4. SHARE CAPITAL
Authorized Share Capital
Unlimited number of common shares
Unlimited number of special shares
Issued Share Capital
Escrowed Shares
On December 31, 2021, the Corporation issued 0.656565 common share at $0.08 per common share for total proceeds of $0.05.
On September 19, 2022, 0.656565 common share was donated back to the Corporation for cancellation, and 5,580,803 common shares were issued at a price of $0.08 per share for gross proceeds of $425,000.
The issued and outstanding common shares will be held in escrow pursuant to the requirements of the Exchange. 25% of the escrowed Common Shares will be released from escrow on the issuance of the Final Exchange Bulletin (the “Initial Release”) and an additional 25% will be released on each of the dates which are 6 months, 12 months and 18 months following the Initial Release.
All common shares acquired on exercise of stock options granted to directors and officers prior to the completion of a Qualifying Transaction, must also be deposited in escrow until the final exchange bulletin is issued.
All common shares of the Corporation acquired in the secondary market prior to the completion of a Qualifying Transaction by a Control Person, as defined in the policies of the Exchange, are required to be deposited in escrow. Subject to certain permitted exemptions, all securities of the Corporation held by principals of the resulting issuer will also be escrowed.
Initial Public Offering
On November 16, 2022, the Corporation completed an Initial Public Offering (the “Offering”) of 1,641,413 common shares at $0.15 per common share for aggregate gross proceeds of $250,000 pursuant to a prospectus dated November 07, 2022. The Corporation paid issuance costs of $39,857 and prior to listing, granted the agent 114,899 compensation common share purchase warrants with an exercise price of $0.15 valued at $9,450 expiring after two years on November 16, 2024 (twenty-four months from the date the Corporation’s common shares were listed on the TSX Venture Exchange).
On November 16, 2022, at the closing of the Offering and prior to listing, the Corporation also granted stock options to directors and officers of the Corporation to acquire up to an aggregate of 722,222 common shares at an exercise price of $0.15 per share, valued at $83,233 expiring after five years on November 16, 2027, vesting immediately.
Common Shares
On August 2, 2023 the Corporation issued an aggregate of 2,978 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $454.
F-23
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Notes to Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
4. SHARE CAPITAL (continued)
On March 22, 2024, the Corporation issued an aggregate of 33,999 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $5,178.
On November 14, 2024, the Corporation issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in proceeds to the Corporation of $2,830.
Contributed Surplus
The Corporation has established a stock option plan for its directors, officers and consultants under which the Corporation may grant options from time to time to acquire a maximum of 10% of the issued and outstanding common shares. The exercise price of each option granted under the plan shall be determined by the Board of Directors.
Options may be granted for a maximum term of ten years from the date of the grant. They are nontransferable and expire within 90 days of termination of employment or holding office as director or officer of the Corporation and, in the case of death, expire one year thereafter.
The following table reflects the continuity of stock options and compensation warrants:
| Number of stock options and compensation warrants | Weighted average exercise price ($) | Fair Value($) | |||||||
| Balance at September 30, 2023 | 834,142 | 0.15 | 92,438 | ||||||
| Compensation warrants exercised March 22, 2024 | (33,999 | ) | 0.15 | (2,796 | ) | ||||
| Balance at September 30, 2024 | 800,143 | 0.15 | $ | 89,642 | |||||
| Compensation warrants exercised November 14, 2024 | (18,584 | ) | 0.15 | (1,529 | ) | ||||
| Compensation warrants expired November 16, 2024 | (59,337 | ) | 0.15 | - | |||||
| Balance at September 30, 2025 | 722,222 | $ | 0.15 | $ | 88,113 | ||||
On November 16, 2022, prior to listing, the Corporation granted 114,899 compensation common share purchase warrants to the agent, which are exercisable at an exercise price of $0.15 for a period of two years from the date of grant. These warrants were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price $0.15, dividend yield 0%, risk-free interest rate of 4.06%, expected volatility of 100% and an expected life of two years. The value attributed to these warrants is $9,450.
On November 16, 2022, prior to listing, the Corporation granted 722,222 options to directors and officers, which are exercisable within five years from the date of grant at an exercise price of $0.15 per share, vesting immediately. These options were valued on the date of issue using the Black-Scholes option pricing model with the following assumptions: share price $0.10, dividend yield 0%, risk-free interest rate of 3.14%, expected volatility of 100% and an expected life of five years. The value attributed to these options was $83,233.
F-24
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Notes to Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
4. SHARE CAPITAL (continued)
On August 2, 2023, the Corporation issued an aggregate of 2,978 common shares pursuant to a compensation warrant exercise, resulting in the fair value of $245 reallocation from contributed surplus to share capital.
On March 22, 2024, the Corporation issued an aggregate of 34,000 common shares pursuant to a compensation warrant exercise, resulting in the fair value of $2,796 reallocation from contributed surplus to share capital.
On November 14, 2024, the Corporation issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in the fair value of $1,528.47 reallocation from contributed surplus to share capital.
On November 16, 2024, the 59,337 compensation warrant expired, unexercised.
The following table reflects the stock options and compensation warrants issued and outstanding as of September 30, 2025:
| Weighted Average | ||||||||||||||||
| Remaining | Number of | Number of | ||||||||||||||
| Exercise | Contractual | Options | Options Vested | |||||||||||||
| Expiry Date | Price | Life (years) | Outstanding | (Exercisable) | ||||||||||||
| November 16, 2027 | $ | 0.15 | 2.13 | 722,222 | 722,222 | |||||||||||
5. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES
Capital Management
The Corporation's objective when managing capital is to maintain its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders.
The Corporation includes equity, comprised of issued common shares, in the definition of capital.
The Corporation's primary objective with respect to its capital management is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Corporation may attempt to raise additional funds through the issuance of equity or by securing strategic partners.
The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to $3,000 per month may be used for reasonable general and administrative expenses of the Corporation. These restrictions apply until completion of a QT by the Corporation as defined under the policies of the Exchange.
Risk disclosures and fair values
The Corporation's financial instruments carried at amortized cost, consist of interest receivable and accounts payable and accrued liabilities which approximate fair value due to the relatively short-term maturities of the instruments. It is management’s opinion that the Corporation is not exposed to significant interest, currency or credit risks arising from these financial instruments.
F-25
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Notes to Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
6. RELATED PARTY TRANSACTIONS
There were no transactions with related parties, and no remuneration was paid to key management personnel during the years ended September 30, 2025 and September 30, 2024.
7. INCOME TAXES
A reconciliation of combined federal and provincial corporate income taxes of statutory rates of 26.5% and the Corporation’s effective income tax expense is as follows:
| 2025 | 2024 | |||||||
| Net loss for the year | $ | 4,757 | $ | 1,151 | ||||
| Expected income tax recovery | (1,260 | ) | (305 | ) | ||||
| Deferred tax assets not recognized | 1,260 | 305 | ||||||
| Income taxes recovery | $ | - | $ | - | ||||
At September 30, 2025, the Corporation has non–capital losses for income tax purposes of approximately $92,832 which can be carried forward to be applied against future taxable income. These losses expire to the extent unutilized against future taxable income in 2045. The Corporation has not recorded deferred tax assets related to these unused carry forward losses as it is not probable that future taxable profits will be available against which these can be deducted.
8. SUBSEQENT EVENTS
On November 25, 2025, the Corporation entered into an amalgamation agreement (the “Amalgamation Agreement”) with respect to an arm’s length business combination transaction (the “Proposed Transaction”) with Verdera Energy Corp. (“Verdera”). Verdera is a mining company incorporated under the laws of British Columbia, Canada focused on the development of uranium assets in New Mexico, led by a team with extensive experience in the Uranium and natural resources sector. The purpose of the Proposed Transaction was the creation of a public, TSX Venture Exchange-listed, company to expand and explore Verdera’s uranium assets in New Mexico. The Proposed Transaction constitute its Qualifying Transaction, as such term is defined in policy 2.4 of the TSX Venture Exchange (the “Exchange”). Upon completion of the Proposed Transaction, the Resulting Issuer (as defined in Exchange Policy 2.4) was named Verdera Energy Corp. and was listed as a Tier 1 Issuer on the Exchange.
In connection with the Proposed Transaction, the Corporation and Verdera entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP (together the "Co-Lead Agents"), on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together, the "Agents") pursuant to which Verdera had launched a "commercially reasonable efforts offering" of subscription receipts of Verdera ("Subscription Receipts") for $1 per subscription receipt for aggregate gross proceeds of $20 million (the "Offering"). Verdera paid the Agents a commission of 5% of the gross proceeds raised in the Offering (the "Agent's Fee") and issued the Agents broker warrants ("Broker Warrants") equivalent to 4% of the total number of Subscription Receipts sold, 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.
F-26
Verdera Energy Corp. (formerly, POCML 7 INC.)
(a Capital Pool Corporation)
Notes to Financial Statements
For the years ended September 30, 2025 and 2024
(Expressed in Canadian Dollars)
8. SUBSEQUENT EVENTS (continued)
A portion of the Offering was completed on a private placement basis through the issuance of subscription receipts or common shares of the Corporation with appropriate adjustments for the share consolidation (the “Private Placement”). The Private Placement is subject to a hold period expiring four months plus one day from the closing of the Private Placement.
PowerOne Capital Markets Limited (“PowerOne”) acted as an advisor to Verdera in connection with the Proposed Transaction and PowerOne received cash and securities-based compensation as compensation for so acting from Verdera. PowerOne is considered a related and connected issuer to the Corporation because: (i) officers and directors of PowerOne own, control or direct more than 20% of the issued and outstanding common shares of the Corporation, assuming the exercise of the options of the Corporation that they own and no other convertible securities; and (ii) officers and directors of PowerOne are officers and directors of the Corporation. The terms of the Proposed Transaction were determined by Verdera and the Corporation, 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 is 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.
Pursuant to the Transaction, Verdera paid an advisor 1.5% of the gross proceeds of the Offering and granted compensation options equal to 1.5% of the total number of subscription receipts sold, with each compensation option exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. Verdera also granted to another advisor 250,000 compensation options exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction.
For accounting purposes, the Transaction constituted a reverse takeover, as the shareholders of Verdera acquired control of the consolidated entity upon the completion of the Transaction. The reverse takeover did not constitute a business combination under IFRS 3 and will be accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. Verdera was treated as the accounting parent (legal subsidiary), and POCML7 was treated as the accounting subsidiary (legal parent) on closing of the Transaction .
F-27
VERDERA ENERGY CORP.
Condensed Consolidated
Interim Financial Statements
(Unaudited – Prepared by Management)
Nine months ended
December 31, 2025
(Presented in Canadian Dollars)
F-28
VERDERA ENERGY CORP.
Condensed Consolidated Interim Statements of Financial Position
As of December, 31, 2025
(Unaudited – Prepared by management)
(Expressed in Canadian Dollars)
| Notes | December 31, 2025 ($) | March 31, 2025 ($) | ||||||||||
| Assets | ||||||||||||
| Current Assets | ||||||||||||
| Cash | 7,040,098 | 2,421,377 | ||||||||||
| Receivables | 56,391 | 16,401 | ||||||||||
| Prepaid expenses | 6 | 449,133 | 7,278 | |||||||||
| Deferred transaction costs | 1 | 240,367 | - | |||||||||
| 7,785,989 | 2,445,056 | |||||||||||
| Non-Current Assets | ||||||||||||
| Deferred transaction costs | 4 | - | 637,940 | |||||||||
| Exploration and evaluation assets | 4 | 10,897,312 | - | |||||||||
| Total assets | 18,683,301 | 3,082,996 | ||||||||||
| Liabilities and shareholders’ equity | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued liabilities | 5 | 250,000 | 339,511 | |||||||||
| Total liabilities | 250,000 | 339,511 | ||||||||||
| Shareholders’ equity | ||||||||||||
| Share capital | 6 | 19,387,086 | 3,010,166 | |||||||||
| Reserves | 6 | 764,419 | 112,424 | |||||||||
| Shares subscribed | 6 | - | 10,000 | |||||||||
| Deficit | (1,718,204 | ) | (389,105 | ) | ||||||||
| Total shareholders’ equity | 18,433,301 | 2,743,485 | ||||||||||
| Total liabilities and shareholders’ equity | 18,683,301 | 3,082,996 | ||||||||||
Nature of operations and going concern
(Note 1)
Subsequent events (Note 6 and 11)
Commitment (Note 10)
| Approved and authorized for issuance by the Board of Directors: | |
| “Greg Hayes” | |
| Director | |
| “Mark Pelizza” | |
| Director | |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
F-29
VERDERA ENERGY CORP.
Condensed Consolidated Interim Statements of Loss and Comprehensive Loss
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – Prepared by management)
(Expressed in Canadian Dollars)
| Notes | Three
months ended, December 31, 2025 ($) | Three
months ended, December 31, 2024 ($) | Nine
months ended, December 31, 2025 ($) | From incorporation on September 27, 2024 to December 31, 2024 ($) | ||||||||||||||
| Expenses | ||||||||||||||||||
| Accounting and audit | 5 | 19,500 | - | 79,200 | - | |||||||||||||
| Consulting fees | 34,188 | - | 87,189 | - | ||||||||||||||
| Exploration costs | 4 | 4,304 | - | 56,594 | - | |||||||||||||
| Legal | 6,562 | 11,134 | 51,528 | 11,134 | ||||||||||||||
| Management fees | 5 | - | - | 160,768 | - | |||||||||||||
| Marketing | 4,445 | 1,575 | 24,658 | 1,575 | ||||||||||||||
| Office and administration | 63,201 | 10,747 | 150,905 | 10,747 | ||||||||||||||
| Share-based payments | 5, 6 | 239,789 | 94,776 | 651,995 | 94,776 | |||||||||||||
| Transfer agent and listing fees | 5,695 | 490 | 11,573 | 490 | ||||||||||||||
| Travel and conferences | 39,978 | 10,605 | 52,250 | 10,605 | ||||||||||||||
| (417,662 | ) | (129,327 | ) | (1,326,660 | ) | (129,327 | ) | |||||||||||
| Other item | ||||||||||||||||||
| Foreign exchange | (1,017 | ) | (540 | ) | (2,439 | ) | (540 | ) | ||||||||||
| Loss and comprehensive loss for the period | (418,679 | ) | (129,867 | ) | (1,329,099 | ) | (129,867 | ) | ||||||||||
| Basic and diluted loss per share | (0.01 | ) | (0.02 | ) | (0.06 | ) | (0.03 | ) | ||||||||||
| Weighted average number of common shares outstanding – basic and diluted | 31,291,044 | 7,004,963 | 24,014,321 | 4,497,927 | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
F-30
VERDERA ENERGY CORP.
Condensed Consolidated Interim Statement of Changes in Shareholders’ Equity
(Unaudited – Prepared by Management)
(Expressed in Canadian Dollars)
| Number of Common | Number of Preferred | Share Capital - Common | Share Capital - Preferred | Reserves | Shares Subscribed | Deficit | Total | |||||||||||||||||
| Shares | Shares | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||
| Balance, September 27, 2024 (Incorporation) | - | - | - | - | - | - | - | - | ||||||||||||||||
| Incorporation | 1 | - | 1 | - | - | - | - | 1 | ||||||||||||||||
| Private placements | 17,251,000 | - | 3,018,200 | - | - | - | - | 3,018,200 | ||||||||||||||||
| Shares subscribed | - | - | - | - | - | 10,000 | - | 10,000 | ||||||||||||||||
| Share-based payments | - | - | - | - | 112,424 | - | - | 112,424 | ||||||||||||||||
| Share issue costs | - | - | (8,035 | ) | - | - | - | - | (8,035 | ) | ||||||||||||||
| Net loss for the period | - | - | - | - | - | - | (389,105 | ) | (389,105 | ) | ||||||||||||||
| Balance, March 31, 2025 | 17,251,001 | - | 3,010,166 | - | 112,424 | 10,000 | (389,105 | ) | 2,743,485 | |||||||||||||||
| Private placements | 13,077,000 | - | 6,208,500 | - | - | (10,000 | ) | - | 6,198,500 | |||||||||||||||
| Shares issued for exploration and evaluation assets | - | 50,000,000 | - | 10,000,000 | - | - | - | 10,000,000 | ||||||||||||||||
| Shares issued for data purchase | 650,000 | - | 325,000 | - | - | - | - | 325,000 | ||||||||||||||||
| Shares issued for success fee | 850,000 | - | 170,000 | - | - | - | - | 170,000 | ||||||||||||||||
| Share-based payments | - | - | - | - | 651,995 | - | - | 651,995 | ||||||||||||||||
| Share issue costs | - | - | (326,580 | ) | - | - | - | - | (326,580 | ) | ||||||||||||||
| Net loss for the period | - | - | - | - | - | - | (1,329,099 | ) | (1,329,099 | ) | ||||||||||||||
| Balance, December 31, 2025 | 31,828,001 | 50,000,000 | 9,387,086 | 10,000,000 | 764,419 | - | (1,718,204 | ) | 18,433,301 |
The accompanying notes are an integral part of these condensed consolidated interim financial statements
F-31
VERDERA ENERGY CORP.
Condensed Consolidated Interim Statement of Cash Flows
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| Nine months ended December 31, 2025 ($) | From incorporation on September 27, 2024 to December 31, 2024 ($) | |||||||
| Cash flows used in operating activities | ||||||||
| Net loss for the period | (1,329,099 | ) | (129,867 | ) | ||||
| Items not involving cash | ||||||||
| Share-based payments | 651,995 | 94,776 | ||||||
| Changes in non-cash working capital items | ||||||||
| Receivables | (39,990 | ) | (2,219 | ) | ||||
| Prepaid expenses | (116,855 | ) | (20,000 | ) | ||||
| Accounts payable and accrued liabilities | (137,164 | ) | 18,477 | |||||
| Net cash used in operating activities | (971,113 | ) | (38,833 | ) | ||||
| Cash flows used in investing activities | ||||||||
| Deferred transaction costs | (58,641 | ) | (2,298 | ) | ||||
| Exploration and evaluation assets | (223,445 | ) | - | |||||
| Net cash used in investing activities | (282,086 | ) | (2,298 | ) | ||||
| Cash flows provided by financing activities | ||||||||
| Shares issued for cash | 6,198,500 | 2,738,200 | ||||||
| Shares subscribed | - | 10,000 | ||||||
| Share issue costs | (326,580 | ) | (6,434 | ) | ||||
| Net cash provided by financing activities | 5,871,920 | 2,741,766 | ||||||
| Change in cash | 4,618,721 | 2,700,635 | ||||||
| Cash – beginning of the period | 2,421,377 | - | ||||||
| Cash – end of the period | 7,040,098 | 2,700,635 | ||||||
| Supplemental cash flow disclosures: | ||||||||
| Deferred transaction costs reclassified to exploration and evaluation assets | $ | 637,940 | $ | - | ||||
| Reduction in deferred transaction costs included in accounts payable (included in exploration and evaluation assets above) | $ | (134,073 | ) | $ | - | |||
| Increase in current deferred transactions costs included in accounts payable during the period | $ | 181,726 | $ | - | ||||
The accompanying notes are an integral part of these condensed consolidated interim financial statements
F-32
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
Verdera Energy Corp. (the "Company") is a Canadian company incorporated in British Columbia on September 27, 2024.
The Company’s registered office is #1200 – 750 West Pender Street, Vancouver, BC, V6C 2T8.
The condensed consolidated interim financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since its inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and to develop profitable operations. As of December 31, 2025, the Company had working capital of $7,535,989 and an accumulated deficit of $1,718,204. These items raise substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated interim financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.
The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business.
On November 25, 2025, the Company entered into an amalgamation agreement with POCML 7 Inc. (“POCML7”), a company listed on the TSX Venture Exchange, and 1564752 B.C. Ltd. (“SubCo”), a wholly-owned subsidiary of POCML7, pursuant to which POCML7 acquired all of the issued and outstanding securities of the Company by way of a three-cornered amalgamation (the “Transaction”). Under the terms of the Transaction, the Company amalgamated with SubCo, forming AmalCo, a wholly-owned subsidiary of the Resulting Issuer, as defined below, and the holders of the common and Class A Preferred shares of the Company received one common share of POCML7 (as renamed, pursuant to the Company changing the name of POCML7 to such a name as determined by the Company [the “Resulting Issuer”]) for each share of the Company issued and outstanding. The Company’s shareholders approved the Transaction on January 8, 2026.
In connection with the Transaction, on February 12, 2026, the Company (17,330,000 subscription receipts) and POCML7 (2,670,000 subscription receipts) completed a financing of 20,000,000 subscription receipts convertible into common shares of the Resulting Issuer at an offering price of $1.00 per subscription receipt for proceeds of up to $20,000,000 (the “Offering”). The Company entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP, acting as co-lead agents, on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (collectively, the “Agents”), granting the Agents an option, exercisable up to 48 hours prior to the closing of the Offering, to purchase up to an additional 15% subscription receipts (up to 3,000,000 additional subscription receipts) for additional gross proceeds of up to $3,000,000 – this option was not exercised. In connection with the Offering, the Company paid the Agents a $1,000,000 cash commission, with half, $500,000, paid upon closing along with $126,730 in Agents’ expenses, and issued the Agents 800,000 broker subscription receipts, which converted upon completion of the Transaction to broker warrants exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. Concurrent to the closing of the transaction, the Company also completed a non-brokered private placement for aggregate gross proceeds of $400,000 for 400,000 common shares at $1.00 per common share. Additionally, 250,000 common shares were issued for advisory services and 15,000,000 preferred shares were converted to common shares in relation to the transaction.
F-33
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN (continued)
Pursuant to the Transaction, the Company paid an advisor 1.5% of the gross proceeds of the Offering and granted compensation options equal to 1.5% of the total number of subscription receipts sold, with each compensation option exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. The Company also granted to another advisor 250,000 compensation options exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction.
For accounting purposes, the Transaction constituted a reverse takeover, as the shareholders of the Company acquired control of the consolidated entity upon the completion of the Transaction. The reverse takeover did not constitute a business combination under IFRS 3 and will be accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. The Company was treated as the accounting parent (legal subsidiary), and POCML7 was treated as the accounting subsidiary (legal parent) on closing of the Transaction.
2. BASIS OF PREPARATION
These condensed consolidated interim financial statements have been prepared using accounting policies consistent with International Accounting Standard (“IAS”) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”).
These condensed consolidated interim financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these condensed consolidated interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The preparation of these condensed consolidated interim financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated interim financial statements and the reported expenses during the period. Actual results could differ from these estimates.
These condensed consolidated interim financial statements are presented in Canadian Dollars, which is also the Company’s functional currency, unless otherwise indicated.
The Board of Directors approved these condensed consolidated interim financial statements on April 2, 2026.
Basis of consolidation
These condensed consolidated interim financial statements include the financial statements of the Company and the entities controlled by the Company: NM Energy Holding Canada Corp. and NM Energy Holding Corp. (Texas). Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the condensed consolidated interim financial statements from the date that control commences until the date that control ceases. All intercompany transactions and balances have been eliminated.
Functional and presentation currency
The functional and presentation currency of the Company and its subsidiaries is the Canadian dollar.
F-34
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
2. BASIS OF PREPARATION (continued)
Foreign currency translation
Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the statement of financial position date while non-monetary assets and liabilities that are measured at historical costs are translated at historical rates. Revenues and expenses are translated at the exchange rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the statement of loss and comprehensive loss.
Critical judgements and estimates
These condensed consolidated interim financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant estimates and judgments made by management in the preparation of these condensed consolidated interim financial statements are as follows:
Judgments:
Going Concern
The Company uses critical judgment in assessing that the Company will remain a going concern during the next operating period.
Asset Acquisitions
The determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or economic benefits. The acquisition of NM Energy Holding Canada Corp. was treated as an asset acquisition (Note 4).
Exploration and Evaluation Assets
The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether indicators of impairment exist. Judgments and assumptions made may change if new information becomes available.
Title to Exploration and Evaluation Assets
Although the Company takes steps to verify title to exploration and evaluation assets in which it has an interest, these procedures do not fully guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title could be affected by undetected defects.
Estimates:
Valuation of Stock Options and Share Purchase Warrants
Management uses the Black-Scholes option pricing model to determine the fair value of employee stock options and share purchase warrants issued for goods or services. This model requires assumptions of the expected future price volatility of the Company’s common shares, expected life of options and warrants, future risk-free interest rates and the dividend yield of the Company’s common shares.
F-35
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
2. BASIS OF PREPARATION (continued)
Income Taxes
Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. As such, income taxes are subject to measurement uncertainty. Deferred income tax assets are assessed by management at the end of the reporting period to determine the likelihood that they will be realized from future taxable earnings.
3. MATERIAL ACCOUNTING POLICY INFORMATION
The accounting policies applied by the Company in these condensed consolidated interim financial statements are the same as those applied by the Company as at and for the period ended March 31, 2025.
4. EXPLORATION AND EVALUATION ASSETS
| Uranium Projects, New Mexico, USA | ||||
| ACQUISITION | ||||
| Balance, Incorporation on September 27, 2024 and March 31, 2025 | $ | - | ||
| Acquisition costs: | ||||
| Fair value of 50,000,000 preferred shares issued for acquisition | 10,000,000 | |||
| Cash payment (US$350,000) | 503,867 | |||
| Transaction costs | 161,192 | |||
| Fair value of 850,000 common shares issued for success fee | 170,000 | |||
| Mining claims | 62,253 | |||
| Balance, December 31, 2025 | $ | 10,897,312 | ||
Uranium Projects
On April 9, 2025, the Company completed the acquisition of 100% of the shares of NM Energy Holding Canada Corp (“NM Canada”), a private British Columbia company that owns NM Energy Holding Corp. (Texas) (“NM Texas”), a corporation existing under the laws of Texas (the “NM Transaction”). NM Texas owns the Crownpoint, Hosta Butte, Nose Rock, West Largo and Ambrosia Lake/Treeline uranium projects located in New Mexico, USA.
In accordance with the terms of the NM Transaction, the Company issued 50,000,000 preferred shares to the vendor at a fair value of $10,000,000 (see Note 6) and paid US$350,000 ($503,867) cash. The vendor was also granted a 2% NSR royalty on uranium and other minerals from the properties and the properties are also subject to a prior 3% gross proceeds royalty held by NZ Uranium, LLC on uranium from the properties. The cash acquisition costs of $503,867 were recorded as deferred transaction costs as at March 31, 2025 and were subsequently reclassified to exploration and evaluation assets upon completion of the NM Transaction.
F-36
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
4. EXPLORATION AND EVALUATION ASSETS (continued)
The acquisition of NM Canada was treated as an asset acquisition. The fair value of the assets acquired and liabilities assumed as at date of acquisition were $nil, so the full amount of the transaction costs have been allocated to exploration and evaluation assets.
During the nine months ended December 31, 2025, the Company incurred $62,253 (2024 - $nil) on exploration costs which have been included on the condensed consolidated interim statements of financial position.
5. RELATED PARTY TRANSACTIONS
Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Company and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all Directors and Officers of the Company to be key management personnel.
During the nine months ended December 31, 2025, the Company incurred the following transactions with related parties and had the following balances:
| a) | Management fees to a former officer and director of the Company totaling $30,000 (period from incorporation on September 27, 2024 to December 31, 2024 - $nil). |
| b) | Accounting fees to an accounting firm in which an officer of the Company is a partner totaling $67,500 (period from incorporation on September 27, 2042 to December 31, 2024 - $nil). |
| c) | Management fees to a company with a common officer and director totaling $130,768 (period from incorporation on September 27, 2024 to December 31, 2024 - $nil). |
| d) | Share-based payments to management and directors totaling $511,765 (period from incorporation on September 27, 2024 to December 31, 2024 - $nil). |
As of December 31, 2025, $16,981 (March 31, 2025 - $143,851) was included in accounts payable and accrued liabilities and is due to related parties and former related parties of the Company in relation to the above transactions. These amounts are unsecured, non-interest bearing and have no specific terms of repayment.
Key management includes directors involved with the daily operations of the Company. The compensation paid to key management for services is shown below:
| For the period from incorporation on September 27, 2024 | ||||||||
| Nine months ended | to December 31, | |||||||
| December 31, 2025 | 2024 | |||||||
| Management fees | $ | 160,768 | $ | - | ||||
| Accounting fees | 67,500 | - | ||||||
| Share-based payments | 511,765 | 83,507 | ||||||
| $ | 740,033 | $ | 83,507 | |||||
All transactions with related parties occurred in the normal course of operations and are measured at their exchange amounts, which is the amount of consideration established and agreed to by the parties.
F-37
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
6. SHARE CAPITAL
Authorized:
| · | Unlimited common shares without par value. |
| · | Unlimited Class A preferred shares without par value. |
During the nine months ended December 31, 2025, the Company:
| a) | Completed a non-brokered private placement consisting of the issuance of 11,977,000 common shares at a price of $0.50 per share for proceeds of $5,988,500. |
| b) | Completed a non-brokered private placement consisting of the issuance of 1,100,000 common shares at a price of $0.20 per share for proceeds of $220,000. |
| c) | Issued 50,000,000 Class A preferred shares at a fair value of $0.20 per share, for a total value of $10,000,000, as consideration for the acquisition of NM Canada. 15,000,000 of these shares shall automatically convert to common shares upon the Company completing a listing of its common shares on a Canadian stock exchange (a “Going Public Transaction”), with these shares able to vote on the Going Public Transaction on the same terms as the Company’s common shares. The holder shall have the option to convert the remaining 35,000,000 shares to common shares at any time after the Going Public Transaction with 61 days’ notice |
| d) | Issued 850,000 common shares at a fair value of $0.20 per share, for a total value of $170,000, as a success fee for financial advisory services provided by an advisor to the Company. |
| e) | Paid cash share issuance costs of $326,580. |
| f) | Issued 650,000 common shares valued at $325,000 pursuant to entry on December 13, 2025 into a data purchase agreement to acquire certain geological, geochemical and related data concerning its New Mexico uranium projects. Pursuant to this agreement, the Company will also pay the seller US$500,000 cash and, within 15 days of the Transaction, pursuant to entry into a consulting agreement with the seller, grant the seller 100,000 stock options. If the Company’s public offering price is less than $1.00 per share, additional shares will be issued to ensure the total value of consideration common shares is equivalent to a minimum of $1.00 per share after the Transaction. As at December 31, 2025, the value of the shares was recorded to prepaid expenses and the acquisition of the data closed on January 12, 2026. |
During the period from incorporation on September 27, 2024 to March 31, 2025, the Company:
| a) | Issued 1 common share on incorporation of the Company. |
| b) | Completed a non-brokered private placement consisting of the issuance of 4,320,000 common shares at a price of $0.10 per share for proceeds of $432,000. |
| c) | Completed a non-brokered private placement consisting of the issuance of 12,931,000 common shares at a price of $0.20 per share for proceeds of $2,586,200. |
| d) | Paid cash share issuance costs of $8,035. |
| e) | Received $10,000 of share subscriptions towards a future financing. |
F-38
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
6. SHARE CAPITAL (continued)
Stock options
Under the Company’s stock option plan, the Company may grant options for up to 10% of the Company’s issued and outstanding common shares, to directors, employees and consultants at exercise prices to be determined by the market value on the date of grant. Vesting of options is made at the discretion of the Board of Directors at the time the options are granted with the exception of options granted in relation to investor relations. Options granted to consultants engaged in investor relations activities must vest no earlier than as to one-quarter upon the grant date and as to a further one-quarter after each of the following three four-month periods.
On May 23, 2025, the Company granted 830,000 stock options to directors, officers and consultants of the Company, exercisable at a price of $0.20 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on May 23, 2030.
On May 27, 2025, the Company granted 250,000 stock options to a director of the Company, exercisable at a price of $0.20 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on May 27, 2030.
On June 18, 2025, the Company granted 150,000 stock options to an advisor of the Company, exercisable at a price of $0.20 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on June 18, 2030.
On June 20, 2025, the Company granted 250,000 stock options to a director of the Company, exercisable at a price of $0.50 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on June 20, 2030.
On July 7, 2025, the Company granted 150,000 stock options to an advisor of the Company, exercisable at a price of $0.20 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on July 7, 2030.
On September 16, 2025, the Company granted 1,760,000 stock options to directors, officers, advisors and consultants of the Company, exercisable at a price of $0.50 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on September 16, 2030.
Stock option transactions and the number of stock options outstanding are summarized as follows:
| Number of Options | Weighted Average Exercise Price | |||||||
| Balance, September 27, 2024 (incorporation) | - | $ | - | |||||
| Granted | 1,640,000 | 0.17 | ||||||
| Balance, March 31, 2025 | 1,640,000 | $ | 0.17 | |||||
| Granted | 3,390,000 | 0.38 | ||||||
| Expired/Cancelled | (350,000 | ) | 0.17 | |||||
| Balance, December 31, 2025 | 4,680,000 | $ | 0.32 | |||||
F-39
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
6. SHARE CAPITAL (continued)
Stock options (continued)
At December 31, 2025, the following incentive stock options were outstanding to directors, officers and employees:
| Number of Options Outstanding | Exercise Price ($) | Expiry Date | Number of Options Exercisable | |||||||||
| 350,000 | 0.10 | November 8, 2029* | 287,500 | |||||||||
| 940,000 | 0.20 | December 31, 2029** | 742,500 | |||||||||
| 830,000 | 0.20 | May 23, 2030 | 415,000 | |||||||||
| 250,000 | 0.20 | May 27, 2030 | 125,000 | |||||||||
| 150,000 | 0.20 | June 18, 2030 | 75,000 | |||||||||
| 250,000 | 0.50 | June 20, 2030 | 125,000 | |||||||||
| 150,000 | 0.20 | July 7, 2030 | 37,500 | |||||||||
| 1,760,000 | 0.50 | September 16, 2030 | 440,000 | |||||||||
| 4,680,000 | 2,247,500 | |||||||||||
*Pursuant to the resignation of a Company officer during the nine months ended December 31, 2025, the expiry date of 100,000 options vested to that officer was amended from November 8, 2029 to 15 days prior to a Going Public Transaction. 100,000 unvested options were also cancelled. Subsequent to December 31, 2025, 100,000 options were exercised for proceeds of $10,000.
**Pursuant to the resignation of a Company officer during the nine months ended December 31, 2025, the expiry date of 150,000 options vested to that officer was amended from December 31, 2029 to 15 days prior to a Going Public Transaction. 250,000 unvested options were also cancelled. Subsequent to December 31, 2025, 150,000 options were exercised for proceeds of $30,000.
As at December 31, 2025, the weighted-average remaining life of the stock options was 4.41 years (March 31, 2025 – 4.71 years).
F-40
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
6. SHARE CAPITAL (continued)
Share-based payments
The Company recognizes compensation expense for all stock options granted using the fair value-based method of accounting. During the nine months ended December 31, 2025, the Company recognized $651,995 (period from incorporation on September 27, 2024 to December 31, 2024 - $94,776) of share-based payments expense with respect to options granted and vested during the period.
The following assumptions were used for the Black-Scholes valuation of stock options granted:
| Nine months period ended December 31, | For the period ended March 31, | |||||||
| 2025 | 2025 | |||||||
| Expected forfeiture rate | 0 | % | 0 | % | ||||
| Risk-free interest rate | 2.71 - 2.94 | % | 2.96 - 3.02 | % | ||||
| Expected life of options | 5 Years | 5 Years | ||||||
| Annualized volatility | 110 | % | 110 | % | ||||
| Dividend | 0 | % | 0 | % | ||||
| Weighted average fair value per option | $ | 0.30 | $ | 0.14 | ||||
7. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
| · | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| · | Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and |
| · | Level 3 – Inputs that are not based on observable market data. |
The Company does not have any financial instruments that are classified and held at fair value.
Due to the short-term nature of cash, receivables (excluding GST) and accounts payable and accrued liabilities, the carrying values of these financial instruments approximate their fair values.
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is as follows:
F-41
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
7. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued)
a) Credit risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. All of the Company’s cash includes cash held at a Canadian Chartered financial institution which management believes that the risk of loss is minimal. Based on these factors, credit risk is assessed as low.
b) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Accounts payable are due within the current operating period. The Company manages its liquidity risk by reviewing its capital requirements on an ongoing basis. There have been no changes in the
Company's strategy with respect to liquidity risk in the period. All financial liabilities are due within a year. Liquidity risk is assessed as high.
c) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. Market risk is assessed as low.
d) Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions. Interest rate risk is assessed as low.
8. CAPITAL RISK MANAGEMENT
The Company defines its capital as all components of shareholders’ equity. The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern.
In order to maintain its capital structure, the Company is dependent on equity funding and when necessary, raises capital through the issuance of equity instruments, primarily comprised of common shares. The Company manages its capital structure and makes adjustments in light of economic conditions. The Company, upon approval from its Board of Directors, will make changes to its capital structure as deemed appropriate under the specific circumstances.
The Company is not subject to any externally imposed capital requirements or debt covenants, and does not presently utilize any quantitative measures to monitor its capital. There were no changes to the Company’s approach to managing capital during the period.
9. SEGMENTED INFORMATION
The Company operates in one reportable segment, being mineral exploration in the United States of America. All of the Company’s non-current assets as at December 31, 2025 and March 31, 2025 are located in the United States.
F-42
VERDERA ENERGY CORP.
Notes to the Condensed Consolidated Interim Financial Statements
For the nine months ended December 31, 2025 and from incorporation on September 27, 2024 to December 31, 2024
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
10. COMMITMENT
On January 6, 2026, NM Texas entered into a premises lease agreement with a term of three years, commencing January 1, 2026 and ending December 31, 2028. Pursuant to this agreement, NM Texas has a commitment to lease commercial premises at base rent rates of US$6,600, US$26,598, US$27,396 and US$21,006 during the fiscal years ended March 31, 2026, 2027, 2028 and 2029, respectively, and pay NM Texas’s pro-rata share of operating expenses and taxes under the lease.
11. SUBSEQUENT EVENTS
On February 17, 2026, 250,000 stock options were exercised for aggregate gross proceeds of $40,000, resulting in the issuance of 250,000 common shares.
On March 27, 2026, the Company granted 1,840,000 stock options to certain directors, officers and consultants of the Company, exercisable at a price of $1.00 per share and expiring five years from the date of grant. The options will vest as to 25% on the date of grant, with the remaining options vesting in equal instalment of 25% every six months thereafter.
F-43
VERDERA ENERGY CORP.
Consolidated Financial Statements
For the period from incorporation on September 27, 2024 to March 31, 2025 and for the month ended April 30, 2025
(Presented in Canadian Dollars)
F-44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Verdera Energy Corp.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated financial statements of Verdera Energy Corp. (“the Company”), which comprise the consolidated statements of financial position as at April 30, 2025 and March 31, 2025 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the period from incorporation on September 27, 2024 to March 31, 2025 and for the month ended April 30, 2025, and a summary of material accounting policies and other explanatory information (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at April 30, 2025 and March 31, 2025 and its financial performance and its cash flows for the period from incorporation on September 27, 2024 to March 31, 2025 and for the month ended April 30, 2025, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred losses since its inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and to develop profitable operations. These conditions, along with other matters as set forth in Note 1, raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
CHARTERED PROFESSIONAL ACCOUNTANTS
We have served as the Company’s auditor since 2025.
Vancouver, Canada
April 2, 2026
F-45
VERDERA ENERGY CORP.
Consolidated Statements of Financial Position
As of April 30, 2025 and March 31, 2025
(Expressed in Canadian Dollars)
| Notes | April 30, 2025 ($) | March 31, 2025 ($) | ||||||||
| Assets | ||||||||||
| Current Assets | ||||||||||
| Cash | 2,403,259 | 2,421,377 | ||||||||
| Receivables | 26,951 | 16,401 | ||||||||
| Prepaid expenses | 3,991 | 7,278 | ||||||||
| 2,434,201 | 2,445,056 | |||||||||
| Non-Current Assets | ||||||||||
| Deferred transaction costs | 4 | - | 637,940 | |||||||
| Exploration and evaluation assets | 4 | 10,835,059 | - | |||||||
| Total assets | 13,269,260 | 3,082,996 | ||||||||
| Liabilities and shareholders’ equity | ||||||||||
| Current liabilities | ||||||||||
| Accounts payable and accrued liabilities | 5 | 420,741 | 339,511 | |||||||
| Total liabilities | 420,741 | 339,511 | ||||||||
| Shareholders’ equity | ||||||||||
| Share capital | 6 | 13,179,837 | 3,010,166 | |||||||
| Reserves | 6 | 129,503 | 112,424 | |||||||
| Shares subscribed | 6 | 10,000 | 10,000 | |||||||
| Deficit | (470,821 | ) | (389,105 | ) | ||||||
| Total shareholders’ equity | 12,848,519 | 2,743,485 | ||||||||
| Total liabilities and shareholders’ equity | 13,269,260 | 3,082,996 | ||||||||
Nature of operations and going concern (Note 1)
Subsequent events (Note 11)
Approved and authorized for issuance by the Board of Directors:
| “Janet Lee-Sheriff” | |
| Director | |
| “Mark Pelizza” | |
| Director |
The accompanying notes are an integral part of these consolidated financial statements
F-46
VERDERA ENERGY CORP.
Consolidated Statements of Loss and Comprehensive Loss
For the Period from Incorporation on September 27, 2024 to March 31, 2025 and for the Month Ended April 30, 2025
(Expressed in Canadian Dollars)
| Notes | Month ended April 30, 2025 ($) | From incorporation on September 27, 2024 to March 31, 2025 ($) | ||||||||
| Expenses | ||||||||||
| Accounting and audit | 5 | 7,500 | 42,500 | |||||||
| Consulting fees | 5 | 2,500 | 9,000 | |||||||
| Exploration costs | 4 | 15,442 | 14,865 | |||||||
| Legal | 1,586 | 12,174 | ||||||||
| Management fees | 5 | 21,000 | 150,000 | |||||||
| Marketing | 1,125 | 2,138 | ||||||||
| Office and administration | 11,287 | 18,284 | ||||||||
| Share-based payments | 5, 6 | 17,079 | 112,424 | |||||||
| Transfer agent and listing fees | - | 1,888 | ||||||||
| Travel and conferences | 4,372 | 24,229 | ||||||||
| (81,891 | ) | (387,502 | ) | |||||||
| Other item | ||||||||||
| Foreign exchange | 175 | (1,603 | ) | |||||||
| Loss and comprehensive loss for the period | (81,716 | ) | (389,105 | ) | ||||||
| Basic and diluted loss per share | (0.00 | ) | (0.04 | ) | ||||||
| Weighted average number of common shares outstanding – basic and diluted | 17,704,334 | 10,702,125 | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
F-47
VERDERA ENERGY CORP.
Consolidated Statement of Changes
in Shareholders’ Equity
(Expressed in Canadian Dollars)
| Number of
Common | Number of
Preferred | Share Capital - Common | Share Capital - Preferred | Reserves | Shares Subscribed | Deficit | Total | |||||||||||||||||||||||||
| Shares | Shares | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||
| Balance, September 27, 2024 (Incorporation) | ||||||||||||||||||||||||||||||||
| Incorporation | 1 | - | 1 | - | - | - | - | 1 | ||||||||||||||||||||||||
| Private placement | 17,251,000 | - | 3,018,200 | - | - | - | - | 3,018,200 | ||||||||||||||||||||||||
| Shares subscribed | - | - | - | - | - | 10,000 | - | 10,000 | ||||||||||||||||||||||||
| Share-based payments | - | - | - | - | 112,424 | - | - | 112,424 | ||||||||||||||||||||||||
| Share issue costs | - | - | (8,035 | ) | - | - | - | - | (8,035 | ) | ||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | (389,105 | ) | (389,105 | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | 17,251,001 | - | 3,010,166 | - | 112,424 | 10,000 | (389,105 | ) | 2,743,485 | |||||||||||||||||||||||
| Shares issued for exploration and evaluation assets | - | 50,000,000 | - | 10,000,000 | - | - | - | 10,000,000 | ||||||||||||||||||||||||
| Shares issued for success fee | 850,000 | - | 170,000 | - | - | - | - | 170,000 | ||||||||||||||||||||||||
| Share-based payments | - | - | - | - | 17,079 | - | - | 17,079 | ||||||||||||||||||||||||
| Share issue costs | - | - | (329 | ) | - | - | - | - | (329 | ) | ||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | - | (81,716 | ) | (81,716 | ) | ||||||||||||||||||||||
| Balance, April 30, 2025 | 18,101,001 | 50,000,000 | 3,179,837 | 10,000,000 | 129,503 | 10,000 | (470,821 | ) | 12,848,519 | |||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
F-48
VERDERA ENERGY CORP.
Consolidated Statement of Cash Flows
For the Period from Incorporation on September 27, 2024 to March 31, 2025 and for the Month Ended April 30, 2025
(Expressed in Canadian Dollars)
| One
month ended April 30, 2025 ($) | From incorporation on September 27, 2024 to March 31, 2025 ($) | |||||||
| Cash flows from operating activities | ||||||||
| Net loss for the period | (81,716 | ) | (389,105 | ) | ||||
| Items not involving cash | ||||||||
| Share-based payments | 17,079 | 112,424 | ||||||
| Changes in non-cash working capital items | ||||||||
| Receivables | (10,550 | ) | (16,401 | ) | ||||
| Prepaid expenses | 3,287 | (7,278 | ) | |||||
| Accounts payable and accrued liabilities | 54,111 | 205,439 | ||||||
| Net cash used in operating activities | (17,789 | ) | (94,921 | ) | ||||
| Cash flows from investing activities | ||||||||
| Deferred transaction costs | - | (503,867 | ) | |||||
| Net cash used in investing activities | - | (503,867 | ) | |||||
| Cash flows from financing activities | ||||||||
| Shares issued for cash | - | 3,018,200 | ||||||
| Shares subscribed | - | 10,000 | ||||||
| Share issue costs | (329 | ) | (8,035 | ) | ||||
| Net cash provided by (used in) financing activities | (329 | ) | 3,020,165 | |||||
| Change in cash | (18,118 | ) | 2,421,377 | |||||
| Cash – beginning of the period | 2,421,377 | - | ||||||
| Cash – end of the period | 2,403,259 | 2,421,377 | ||||||
| Supplemental cash flow disclosures: | ||||||||
| Deferred transaction costs reclassified to exploration and evaluation assets | $ | 637,940 | $ | - | ||||
| Exploration and evaluation assets included in accounts payable and accrued liabilities | $ | 161,192 | $ | - | ||||
| Deferred transaction costs included in accounts payable and accrued liabilities | $ | - | $ | 134,073 | ||||
The accompanying notes are an integral part of these consolidated financial statements
F-49
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Incorporation on September 27, 2024 to March 31, 2024 and for the Month ended April 30, 2025
(Expressed in Canadian Dollars)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
Verdera Energy Corp. (the "Company") is a Canadian company incorporated in British Columbia on September 27, 2024.
The Company’s registered office is #1200 – 750 West Pender Street, Vancouver, BC, V6C 2T8.
The consolidated financial statements have been prepared assuming the Company will continue on a going-concern basis. The Company has incurred losses since its inception and the ability of the Company to continue as a going-concern depends upon its ability to raise adequate financing and to develop profitable operations. As of April 30, 2025, the Company had working capital of $2,013,460 and an accumulated deficit of $470,821. These items raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include adjustments to amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue operations.
The Company’s business may be affected by changes in political and market conditions, such as interest rates, availability of credit, inflation rates, changes in laws, and national and international circumstances. Recent geopolitical events and potential economic global challenges such as the risk of higher inflation and energy crises, may create further uncertainty and risk with respect to the prospects of the Company’s business.
On November 25, 2025, the Company entered into an amalgamation agreement with POCML 7 Inc. (“POCML7”), a company listed on the TSX Venture Exchange, and 1564752 B.C. Ltd. (“SubCo”), a wholly-owned subsidiary of POCML7, pursuant to which POCML7 acquired all of the issued and outstanding securities of the Company by way of a three-cornered amalgamation (the “Transaction”). Under the terms of the Transaction, the Company amalgamated with SubCo, forming AmalCo, a wholly-owned subsidiary of the Resulting Issuer, as defined below, and the holders of the common and Class A Preferred shares of the Company received one common share of POCML7 (as renamed, pursuant to the Company changing the name of POCML7 to such a name as determined by the Company [the “Resulting Issuer”]) for each share of the Company issued and outstanding. The Company’s shareholders approved the Transaction on January 8, 2026.
In connection with the Transaction, on February 12, 2026, the Company (17,330,000 subscription receipts) and POCML7 (2,670,000 subscription receipts) completed a financing of 20,000,000 subscription receipts convertible into common shares of the Resulting Issuer at an offering price of $1.00 per subscription receipt for proceeds of up to $20,000,000 (the “Offering”). The Company entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP, acting as co-lead agents, on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (collectively, the “Agents”), granting the Agents an option, exercisable up to 48 hours prior to the closing of the Offering, to purchase up to an additional 15% subscription receipts (up to 3,000,000 additional subscription receipts) for additional gross proceeds of up to $3,000,000 – this option was not exercised. In connection with the Offering, the Company paid the Agents a $1,000,000 cash commission, with half, $500,000, paid upon closing along with $126,730 in Agents’ expenses, and issued the Agents 800,000 broker subscription receipts, which converted upon completion of the Transaction to broker warrants exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. Concurrent to the closing of the transaction, the Company also completed a non-brokered private placement for aggregate gross proceeds of $400,000 for 400,000 common shares at $1.00 per common share. Additionally, 250,000 common shares were issued for advisory services and 15,000,000 preferred shares were converted to common shares in relation to the transaction.
F-50
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN (continued) |
Pursuant to the Transaction, the Company paid an advisor 1.5% of the gross proceeds of the Offering and granted compensation options equal to 1.5% of the total number of subscription receipts sold, with each compensation option exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction. The Company also granted to another advisor 250,000 compensation options exercisable at $1.00 per share for a period of 18 months from the closing of the Transaction.
For accounting purposes, the Transaction constituted a reverse takeover, as the shareholders of the Company acquired control of the consolidated entity upon the completion of the Transaction. The reverse takeover did not constitute a business combination under IFRS 3 and will be accounted for as a capital transaction in accordance with IFRS 2, Share-based payments. The Company was treated as the accounting parent (legal subsidiary), and POCML7 was treated as the accounting subsidiary (legal parent) on closing of the Transaction.
| 2. | BASIS OF PREPARATION |
These consolidated financial statements have been prepared using accounting policies consistent with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
These consolidated financial statements have been prepared on a historical cost basis, modified where applicable. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
The preparation of these consolidated financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported expenses during the period. Actual results could differ from these estimates.
These consolidated financial statements are presented in Canadian Dollars, which is also the Company’s functional currency, unless otherwise indicated.
The Board of Directors approved these consolidated financial statements on April 2, 2026.
Basis of consolidation
These consolidated financial statements include the financial statements of the Company and the entities controlled by the Company: NM Energy Holding Canada Corp. and NM Energy Holding Corp. (Texas). Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. All intercompany transactions and balances have been eliminated.
Functional and presentation currency
The functional and presentation currency of the Company and its subsidiaries is the Canadian dollar.
Foreign currency translation
Transactions in currencies other than the Canadian dollar are recorded at exchange rates prevailing on the dates of the transactions. At the end of each reporting period, the monetary assets and liabilities of the Company that are denominated in foreign currencies are translated at the rate of exchange at the statement of financial position date while non-monetary assets and liabilities that are measured at historical costs are translated at historical rates. Revenues and expenses are translated at the exchange
F-51
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 2. | BASIS OF PREPARATION (continued) |
rates approximating those in effect on the date of the transactions. Exchange gains and losses arising on translation are included in the statement of loss and comprehensive loss.
Critical judgements and estimates
These consolidated financial statements include estimates which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. These estimates are based on historical experience, current and future economic conditions and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant estimates and judgments made by management in the preparation of these consolidated financial statements are as follows:
Judgments:
Going Concern
The Company uses critical judgment in assessing that the Company will remain a going concern during the next operating period.
Asset Acquisitions
The determination of whether a set of assets acquired and liabilities assumed constitute a business may require the Company to make certain judgments, taking into account all facts and circumstances. A business is presumed to be an integrated set of activities and assets capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs or economic benefits. The acquisition of NM Energy Holding Canada Corp. was treated as an asset acquisition (Note 4).
Exploration and Evaluation Assets
The application of the Company’s accounting policy for exploration and evaluation expenditures requires judgment in determining whether indicators of impairment exist. Judgments and assumptions made may change if new information becomes available.
Title to Exploration and Evaluation Assets
Although the Company takes steps to verify title to exploration and evaluation assets in which it has an interest, these procedures do not fully guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title could be affected by undetected defects.
Estimates:
Valuation of stock options and share purchase warrants
Management uses the Black-Scholes option pricing model to determine the fair value of employee stock options and share purchase warrants issued for goods or services. This model requires assumptions of the expected future price volatility of the Company’s common shares, expected life of options and warrants, future risk-free interest rates and the dividend yield of the Company’s common shares.
Income taxes
Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. As such, income taxes are subject to measurement uncertainty. Deferred income tax assets are assessed by management at the end of the reporting period to determine the likelihood that they will be realized from future taxable earnings.
F-52
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 3. | MATERIAL ACCOUNTING POLICY INFORMATION |
a) Financial Instruments
The Company recognizes financial assets and liabilities on the statement of financial position when it becomes a party to the contractual provisions of the instrument.
At initial recognition, financial assets are measured at fair value and classified as subsequently measured at amortized cost, fair value through other comprehensive income (“FVTOCI”) or fair value through profit or loss (“FVTPL”). At initial recognition, financial liabilities are measured at fair value and subsequently measured at amortized cost, subject to certain exceptions. For financial assets and financial liabilities not at FVTPL, fair value is adjusted for transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:
| · | it is held within a business model whose objective is to hold assets to collect contractual cash flows; and |
| · | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
A debt investment is measured at FVTOCI if it meets both of the following conditions and is not designated as FVTPL:
| · | it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and |
| · | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVTOCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVTOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVTOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.
The Company classifies its financial instruments as follows:
| Financial Instrument | IFRS
9 Classification | |
| Cash | Amortized cost | |
| Receivables (excluding GST receivable) | Amortized cost | |
| Accounts payable and accrued liabilities | Amortized cost |
F-53
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 3. | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Subsequent measurement
The following accounting policies apply to the subsequent measurement of financial instruments:
Financial assets and liabilities at FVTPL
These assets and liabilities are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets and liabilities at amortized cost
These assets and liabilities are subsequently measured at amortized cost using the effective interest method. The amortized cost for assets is reduced by impairment losses. Interest, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Equity investments at FVTOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
Debt investments at FVTOCI
These assets are subsequently measured at fair value. Interest income is calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Impairment of financial instruments
The Company assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. For financial assets measured at amortized cost the Company applies the expected credit loss impairment model. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.
b) Exploration and evaluation assets
Exploration and evaluation expenditures relate to the costs incurred on the exploration for and evaluation of potential mineral reserves.
Recognition and measurement
Exploration and evaluation expenditures include costs of conducting geological surveys, and exploratory drilling and sampling. Expenditures on mineral exploration or evaluation incurred in respect of a property before the acquisition of a license/permit to explore are expensed as incurred. Costs related to the acquisition of an exploration asset are capitalized as mineral property assets. Exploration and evaluation expenditures related to the determination of a property or project’s feasibility of a mineral property are expensed in the consolidated statements of comprehensive loss as incurred. Exploration and evaluation expenditures after a mineral property has been deemed commercially feasible are capitalized as development assets. To date the Company’s mineral properties have not advanced past the exploration stage, accordingly, no amounts have been capitalized in respect of exploration and evaluation expenditures. Exploration costs that do not relate to any specific property are expensed as incurred.
F-54
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 3. | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
Impairment
Management tests for impairment when facts and circumstances indicate that the carrying value of mineral property assets might exceed recoverable amounts or when the technical feasibility and commercial viability of mineral resources is demonstrable.
| c) | Provisions |
Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation estimated at the end of each reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.
| d) | Income Taxes |
Income tax on the profit or loss for the periods presented comprises current and deferred tax. Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.
Deferred tax is provided using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the financial position reporting date applicable to the period of expected realization or settlement. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
| e) | Share Capital |
Common shares issued for non-monetary consideration are recorded at their fair market value based upon the date of share issuance. Costs incurred to issue common shares are deducted from share capital.
F-55
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 3. | MATERIAL ACCOUNTING POLICY INFORMATION (continued) |
| f) | Share-based Payments |
The Company grants stock options to certain of its employees, directors and consultants. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. The fair value of each tranche is measured at the date of grant using the Black-Scholes option pricing model. Share-based payments expense is recognised over the tranche’s vesting period based on the number of awards expected to vest. This number is reviewed annually, with any change in estimate recognised immediately with a corresponding adjustment to reserves. Upon the exercise of a stock option, consideration paid together with the share-based payment amount previously recognised in reserves is recorded as an increase to share capital.
| g) | Loss Per Share |
The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.
| h) | Related Party Transactions |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions.
Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
| i) | Accounting Pronouncements Not Yet Adopted |
IFRS 18 Presentation and Disclosure in Financial Statements
The International Accounting Standards Board (IASB) issued IFRS 18 in April 2024, which sets out new requirements for the presentation and disclosure of financial statements. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted.
The Company is currently assessing the potential impact of IFRS 18 on its financial statements. The standard introduces significant changes, including mandatory sub-totals in the statement of profit or loss, and new requirements for the aggregation and disaggregation of information. The Company expects that the adoption of IFRS 18 will result in more detailed and transparent financial reporting.
F-56
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 4. | EXPLORATION AND EVALUATION ASSETS |
| Uranium Projects, New Mexico, USA | ||||
| ACQUISITION | ||||
| Balance, Incorporation on September 27, 2024 and March 31, 2025 | $ | - | ||
| Acquisition costs: | ||||
| Fair value of 50,000,000 preferred shares issued for acquisition | 10,000,000 | |||
| Cash payment (US$350,000) | 503,867 | |||
| Transaction costs | 161,192 | |||
| Fair value of 850,000 common shares issued for success fee | 170,000 | |||
| Balance, April 30, 2025 | $ | 10,835,059 | ||
Uranium Projects
On April 9, 2025, the Company completed the acquisition of 100% of the shares of NM Energy Holding Canada Corp (“NM Canada”), a private British Columbia company that owns NM Energy Holding Corp. (Texas) (“NM Texas”), a corporation existing under the laws of Texas (the “NM Transaction”). NM Texas owns the Crownpoint, Hosta Butte, Nose Rock, West Largo and Ambrosia Lake/Treeline uranium projects located in New Mexico, USA.
In accordance with the terms of the NM Transaction, the Company issued 50,000,000 preferred shares to the vendor at a fair value of $10,000,000 (see Note 6) and paid US$350,000 ($530,867) cash. The vendor was also granted a 2% NSR royalty on uranium and other minerals from the properties and the properties are also subject to a prior 3% gross proceeds royalty held by NZ Uranium, LLC on uranium from the properties.
The cash acquisition costs of $530,867 were recorded as deferred transaction costs as at March 31, 2025 and were subsequently reclassified to exploration and evaluation assets upon completion of the NM Transaction.
The acquisition of NM Canada was treated as an asset acquisition. The fair value of the assets acquired and liabilities assumed as at date of acquisition were $nil, so the full amount of the transaction costs have been allocated to exploration and evaluation assets.
During the one-month period ended April 30, 2025, the Company incurred $15,442 (from incorporation on September 27, 2024 to March 31, 2025 - $14,865) on exploration costs which have been included on the consolidated statements of loss and comprehensive loss.
| 5. | RELATED PARTY TRANSACTIONS |
Key management personnel are the persons responsible for the planning, directing and controlling the activities of the Company and include both executive and non-executive directors, and entities controlled by such persons. The Company considers all Directors and Officers of the Company to be key management personnel.
During the month ended April 30, 2025, the Company incurred the following transactions with related parties and had the following balances:
| a) | Management fees to a former officer and director of the Company totaling $21,000 (from incorporation on September 27, 2024 to March 31, 2025 - $150,000). |
F-57
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 5. | RELATED PARTY TRANSACTIONS (continued) |
| b) | Accounting fees to an accounting firm in which an officer of the Company is a partner totaling $7,500 (from incorporation on September 27, 2024 to March 31, 2025 - $31,500). |
| c) | Consulting fees to a company with a common officer and director totaling $2,843 (from incorporation on September 27, 2024 to March 31, 2025 - $9,000). |
| d) | Share-based payments to management and directors totaling $15,390 (from incorporation on September 27, 2024 to March 31, 2025 - $101,776). |
As at April 30, 2025, $170,668 (March 31, 2025 - $143,851) was included in accounts payable and accrued liabilities and is due to related parties and former related parties of the Company in relation to the above transactions. These amounts are unsecured, non-interest bearing and have no specific terms of repayment.
Key management includes directors involved with the daily operations of the Company. The compensation paid to key management for services is shown below:
| One month period ended April 30, | For the period from incorporation on September 27, 2024 | |||||||
| 2025 | to March 31, 2025 | |||||||
| Management fees | $ | 21,000 | $ | 150,000 | ||||
| Accounting fees | 7,500 | 31,500 | ||||||
| Consulting fees | 2,843 | 9,000 | ||||||
| Share-based payments | 15,390 | 101,776 | ||||||
| $ | 46,733 | $ | 292,276 | |||||
All transactions with related parties occurred in the normal course of operations and are measured at their exchange amounts, which is the amount of consideration established and agreed to by the parties.
| 6. | SHARE CAPITAL |
Authorized:
| · | Unlimited common shares without par value. |
| · | Unlimited Class A preferred shares without par value. |
During the one-month period ended April 30, 2025, the Company:
| a) | Issued 50,000,000 Class A preferred shares at a fair value of $0.20 per share, for a total value of $10,000,000, as consideration for the acquisition of NM Canada. 15,000,000 of these shares shall automatically convert to common shares upon the Company completing a listing of its common shares on a Canadian stock exchange (a “Going Public Transaction”), with these shares able to vote on the Going Public Transaction on the same terms as the Company’s common shares. The holder shall have the option to convert the remaining 35,000,000 shares to common shares at any time after the Going Public Transaction with 61 days’ notice. |
| b) | Issued 850,000 common shares at a fair value of $0.20 per share, for a total value of $170,000, as a success fee for financial advisory services provided by an advisor to the Company. |
| c) | Paid cash share issuance costs of $329. |
F-58
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 6. | SHARE CAPITAL (continued) |
During the period from incorporation on September 27, 2024 to March 31, 2025, the Company:
| a) | Issued 1 common share on incorporation of the Company. |
| b) | Completed a non-brokered private placement consisting of the issuance of 4,320,000 common shares at a price of $0.10 per share for proceeds of $432,000. |
| c) | Completed a non-brokered private placement consisting of the issuance of 12,931,000 common shares at a price of $0.20 per share for proceeds of $2,586,200. |
| d) | Paid cash share issuance costs of $8,035. |
| e) | Received $10,000 of share subscriptions towards a future financing. |
Stock options
Under the Company’s stock option plan, the Company may grant options for up to 10% of the Company’s issued and outstanding common shares, to directors, employees and consultants at exercise prices to be determined by the market value on the date of grant. Vesting of options is made at the discretion of the Board of Directors at the time the options are granted with the exception of options granted in relation to investor relations. Options granted to consultants engaged in investor relations activities must vest no earlier than as to one-quarter upon the grant date and as to a further one-quarter after each of the following three four-month periods.
Stock option transactions and the number of stock options outstanding are summarized as follows:
| Number of Options | Weighted Average Exercise Price | |||||||
| Balance, September 27, 2024 (incorporation) | - | $ | - | |||||
| Granted | 1,640,000 | 0.17 | ||||||
| Balance, March 31, 2025 and April 30, 2025 | 1,640,000 | $ | 0.17 | |||||
At April 30, 2025, the following incentive stock options were outstanding to directors, officers and employees:
| Number of Options Outstanding | Exercise Price ($) | Expiry Date | Number of Options Exercisable | |||||||||
| 350,000 | 0.10 | November 8, 2029* | 62,500 | |||||||||
| 100,000 | 0.10 | 15 days prior to a Going Public | 50,000 | |||||||||
| Transaction* | ||||||||||||
| 1,040,000 | 0.20 | December 31, 2029** | 197,500 | |||||||||
| 150,000 | 0.20 | 15 days prior to a Going Public Transaction** | 100,000 | |||||||||
| 1,640,000 | 410,000 | |||||||||||
*Pursuant to the resignation of a Company officer subsequent to April 30, 2025, the expiry date of options vested to that officer was amended from November 8, 2029 to 15 days prior to a Going Public Transaction. 100,000 unvested options were also cancelled.
F-59
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 6. | SHARE CAPITAL (continued) |
**Pursuant to the resignation of a Company officer subsequent to April 30, 2025, the expiry date of options vested to that officer was amended from December 31, 2029 to 15 days prior to a Going Public Transaction. 250,000 unvested options were also cancelled.
As at April 30, 2025, the weighted-average remaining life of the stock options was 4.63 years (March 31, 2025 – 4.71 years).
Share-based payments
The Company recognizes compensation expense for all stock options granted using the fair value-based method of accounting. During the period from incorporation on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025, the Company recognized $112,424 and $17,079, respectively, in share-based payments expense with respect to options granted and vested during the periods. The following weighted average assumptions were used for the Black-Scholes valuation of stock options granted:
| One-month period ended April 30, 2025 | For the period from incorporation on September 27, 2024 to March 31, 2025 | |||||||
| Expected forfeiture rate | - | 0% | ||||||
| Risk-free interest rate | - | 2.96 - 3.02% | ||||||
| Expected life of options | - | 5 Years | ||||||
| Annualized volatility | - | 110% | ||||||
| Dividend | - | 0% | ||||||
| Weighted average fair value per option | - | $0.14 | ||||||
| 7. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT |
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
| · | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities; |
| · | Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and |
| · | Level 3 – Inputs that are not based on observable market data. |
The Company does not have any financial instruments that are classified and held at fair value.
Due to the short-term nature of cash, receivables (excluding GST) and accounts payable and accrued liabilities, the carrying values of these financial instruments approximate their fair values.
F-60
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 7. | FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued) |
The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes, inclusive of counterparty limits, and controlling and reporting structures. The type of risk exposure and the way in which such exposure is managed is as follows:
| a) | Credit risk |
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to concentrations of credit risks consist principally of cash. All of the Company’s cash includes cash held at a Canadian Chartered financial institution which management believes that the risk of loss is minimal. Based on these factors, credit risk is assessed as low.
| b) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Accounts payable are due within the current operating period. The Company manages its liquidity risk by reviewing its capital requirements on an ongoing basis. There have been no changes in the Company's strategy with respect to liquidity risk in the period. All financial liabilities are due within a year. Liquidity risk is assessed as high.
| c) | Market risk |
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return. Market risk is assessed as low.
| d) | Interest rate risk |
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk, from time to time, on its cash balances. Surplus cash, if any, is placed on call with financial institutions. Interest rate risk is assessed as low.
| 8. | CAPITAL RISK MANAGEMENT |
The Company defines its capital as all components of shareholders’ equity. The Company’s objectives when managing capital are to safeguard its ability to continue as a going concern.
In order to maintain its capital structure, the Company is dependent on equity funding and when necessary, raises capital through the issuance of equity instruments, primarily comprised of common shares. The Company manages its capital structure and makes adjustments in light of economic conditions. The Company, upon approval from its Board of Directors, will make changes to its capital structure as deemed appropriate under the specific circumstances.
The Company is not subject to any externally imposed capital requirements or debt covenants, and does not presently utilize any quantitative measures to monitor its capital. There were no changes to the Company’s approach to managing capital during the period.
F-61
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 9. | SEGMENTED INFORMATION |
The Company operates in one reportable segment, being mineral exploration in the United States of America. All of the Company’s non-current assets as at April 30, 2025 and March 31, 2025 are located in the United States.
| 10. | INCOME TAX |
A reconciliation of the expected income tax recovery to the actual income tax recovery is as follows:
| April 30,
2025 $ | March 31,
2025 $ | |||||||
| Net loss | (81,716 | ) | (389,105 | ) | ||||
| Statutory tax rate | 27 | % | 27 | % | ||||
| Expected recovery of income taxes computed at statutory tax rates | (22,000 | ) | (105,000 | ) | ||||
| Impact of deductible and non-deductible amounts | 5,000 | 28,000 | ||||||
| Change in unrecognized deferred tax assets | 17,000 | 77,000 | ||||||
| Income tax recovery | - | - | ||||||
The significant components of the Company’s deferred tax assets that have not been included in the statement of financial position are as follows:
| April 30,
2025 $ | March 31,
2025 $ | |||||||
| Components of future tax assets and liabilities: | ||||||||
| Non-capital loss carry forwards | 92,000 | 75,000 | ||||||
| Share issuance costs | 2,000 | 2,000 | ||||||
| Total deferred tax assets | 94,000 | 77,000 | ||||||
| Less: Unrecognized deferred tax assets | (94,000 | ) | (77,000 | ) | ||||
| Net deferred tax asset | - | - | ||||||
The Company has available Canadian non-capital losses of approximately $342,000 that expire in 2025 and may be carried forward and applied against income for tax purposes.
| 11. | SUBSEQUENT EVENTS |
On May 23, 2025, the Company granted 830,000 stock options to directors and consultants of the Company, exercisable at a price of $0.20 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on May 23, 2030.
On May 27, 2025, the Company granted 250,000 stock options to a director of the Company, exercisable at a price of $0.20 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on May 27, 2030.
On June 18, 2025, the Company granted 150,000 stock options to an advisor of the Company, exercisable at a price of $0.20 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on June 18, 2030.
F-62
VERDERA ENERGY CORP.
Notes to the Consolidated Financial Statements
For the Period from Inception on September 27, 2024 to March 31, 2025 and for the one-month period ended April 30, 2025
(Expressed in Canadian Dollars)
| 11. | SUBSEQUENT EVENTS (continued) |
On June 20, 2025, the Company granted 250,000 stock options to a director of the Company, exercisable at a price of $0.50 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on June 20, 2030.
On July 7, 2025, the Company completed a non-brokered private placement consisting of the issuance of 1,100,000 common shares at a price of $0.20 per share for proceeds of $220,000.
On July 7, 2025, the Company granted 150,000 stock options to an advisor of the Company, exercisable at a price of $0.20 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on July 7, 2030.
On August 29, 2025, the Company completed a non-brokered private placement consisting of the issuance of 4,522,000 common shares at a price of $0.50 per share for proceeds of $2,261,000. The Company paid $52,500 of cash finder’s fees relating to this private placement.
On September 5, 2025, the Company completed a non-brokered private placement consisting of the issuance of 7,455,000 common shares at a price of $0.50 per share for proceeds of $3,727,500. The Company paid $260,925 of cash finder’s fees relating to this private placement.
On September 16, 2025, the Company granted 1,760,000 stock options to directors, officers and consultants of the Company, exercisable at $0.50 per share, vesting 25% on the grant date and 25% every six months thereafter, and expiring on September 16, 2030.
On December 13, 2025, the Company entered into a data purchase agreement to acquire certain geological, geochemical and related data concerning its New Mexico uranium projects for US$500,000 cash, the issuance of 650,000 common shares at a price of $0.50 per share and, within 15 days following the Proposed Transaction, pursuant to entry into a consulting agreement with the seller, the grant of 100,000 stock options. If the Company’s public offering price is less than $1.00 per share, additional shares will be issued to ensure the total value of consideration common shares is equivalent to a minimum of $1.00 per share after the Proposed Transaction. The data purchase closed on January 12, 2026.
On January 6, 2026, NM Texas entered into a premises lease agreement with a term of three years, commencing January 1, 2026 and ending December 31, 2028. Pursuant to this agreement, NM Texas has a commitment to lease commercial premises at base rent rates of US$6,600, US$26,598, US$27,396 and US$21,006 during the years ended March 31, 2026, 2027, 2028 and 2029, respectively, and pay NM Texas’s pro-rata share of operating expenses and taxes under the lease.
On February 17, 2026, 250,000 stock options were exercised for aggregate gross proceeds of $40,000, resulting in the issuance of 250,000 common shares.
On March 27, 2026, the Company granted 1,840,000 stock options to certain directors, officers and consultants of the Company, exercisable at a price of $1.00 per share and expiring five years from the date of grant. The options will vest as to 25% on the date of grant, with the remaining options vesting in equal instalment of 25% every six months thereafter.
F-63
Verdera Energy Corp.
Pro Forma Consolidated Financial Statements
(Unaudited – Prepared by Management)
September 30, 2025
(Expressed in Canadian Dollars)
F-64
Verdera Energy Corp.
Pro Forma consolidated statement of financial position
As at September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
The accompanying notes are an integral part of these pro forma consolidated financial statements.
F-65
Resulting Issuer
Pro Forma consolidated statement of comprehensive loss
For the period ended September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| Verdera
Energy Corp. | POCML 7 Inc. | Pro
Forma Adjustments | Pro
Forma Notes | Pro
Forma Balance Combined | ||||||||||||||||
| Expenses | ||||||||||||||||||||
| Professional fees | $ | 104,666 | $ | 14,393 | $ | (14,393 | ) | A | $ | 104,666 | ||||||||||
| Consulting fees | 53,000 | - | - | 53,000 | ||||||||||||||||
| Exploration costs | 52,290 | - | - | 52,290 | ||||||||||||||||
| Management fees | 160,768 | - | - | 160,768 | ||||||||||||||||
| Marketing | 20,213 | - | - | 20,213 | ||||||||||||||||
| Office and administration | 87,705 | 9,561 | (9,561 | ) | A | 87,705 | ||||||||||||||
| Share-based payments | 412,206 | - | - | 412,206 | ||||||||||||||||
| Transfer agent and listing fees | 5,878 | - | - | 5,878 | ||||||||||||||||
| Travel and conferences | 12,272 | - | - | 12,272 | ||||||||||||||||
| Listing expense | - | - | 7,827,930 | A | 7,827,930 | |||||||||||||||
| (908,998 | ) | (23,954 | ) | (7,803,976 | ) | (8,736,928 | ) | |||||||||||||
| Foreign exchange | (1,422 | ) | - | - | (1,422 | ) | ||||||||||||||
| Interest income | - | 19,197 | (19,197 | ) | A | - | ||||||||||||||
| Comprehensive loss for the period | $ | (910,420 | ) | $ | (4,757 | ) | $ | (7,823,173 | ) | $ | (8,738,350 | ) | ||||||||
The accompanying notes are an integral part of these pro forma consolidated financial statements.
F-66
Verdera Energy Corp.
Notes to the Pro Forma consolidated financial statements
For the period ended September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| 1. | Plan of Arrangement |
The unaudited pro forma consolidated financial statements have been compiled for purposes of inclusion in a filing statement for POCML 7 Inc.
About Verdera Energy Corp. (“Verdera”)
Verdera was incorporated under the BCBCA on September 27, 2024, under the corporate name “Verdera Energy Corp.” The registered office of Verdera is 1200 – 750 West Pender Street, Vancouver, British Columbia, V6C 2T8.
As of the date of this Filing Statement, Verdera has two wholly owned subsidiaries: NM Energy Holding Canada Corp. and NM Energy Holding Corp.
Verdera is focused on the development of uranium assets in New Mexico, considered to be the seventh largest uranium producing district in the world. 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. Strategically positioned with mineral rights spanning approximately 400 square miles in the Grants Uranium District, Verdera’s principal asset is the Crownpoint Project.
Verdera is committed to fostering strong community relations and promoting environmental stewardship and strives to collaborate closely with local communities and exclusively advance projects that can utilize the environmentally sound ISR uranium extraction technology.
About POCML 7 Inc. (“POCML7”)
POCML7 was incorporated under the OBCA on December 31, 2021, under the corporate name “POCML 7 Inc.” POCML7 is a CPC pursuant to the CPC Policy, and since its incorporation it has not carried on any business or operations other than identifying and evaluating business opportunities for the purposes of completing a Qualifying Transaction.
On November 16, 2022, POCML7 completed its initial public offering of 2,500,000 POCML7 Shares at a price of $0.10 per share, for aggregate gross proceeds of $250,000. The POCML7 Shares are currently listed for trading on the TSXV under the ticker symbol “POC.P”, but have been halted since November 26, 2025, and are intended to remain halted until the completion of the Transaction.
The registered and head office of POCML7 is located at 130 King St. West, Suite 2210, Toronto, Ontario, M5X 1E4, Canada.
About SubCo (“SubCo”)
SubCo was incorporated under the BCBCA on November 25, 2025, under the corporate name “1564752 B.C. Ltd.” SubCo is a wholly-owned subsidiary of POCML7 that was incorporated for the purpose of carrying out the Transaction. The authorized capital of SubCo consists of an unlimited number of common shares, of which one common share of SubCo is issued and outstanding as of the date hereof. In connection with the Transaction, SubCo will amalgamate with Verdera to form AmalCo and will become a wholly-owned subsidiary of the Resulting Issuer.
F-67
Verdera Energy Corp.
Notes to the Pro Forma consolidated financial statements
For the period ended September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| 1. | Plan of Arrangement (continued) |
The Transaction
On November 25, 2025, POCML7 and SubCo entered into the Amalgamation Agreement with Verdera Energy Corp. whereby the parties agreed to complete the Transaction on the terms set out therein. Pursuant to the Amalgamation Agreement, POCML7 will acquire all of the issued and outstanding Verdera Shares and, in consideration of which, the Verdera Shareholders will receive Resulting Issuer Shares or Resulting Issuer Preferred Shares, as applicable, at the Exchange Ratio at a deemed price of $1.00 per Resulting Issuer Share, for every one Verdera Share or Verdera Preferred Share, as applicable, held by the Verdera Shareholders. The aggregate consideration to be issued to affect the Transaction is $81,178,001 and the Resulting Issuer will issue 46,178,001 Resulting Issuer Shares and 35,000,000 Resulting Issuer Preferred Shares. The Transaction is structured as a three-cornered amalgamation whereby Verdera and SubCo will amalgamate to form AmalCo and AmalCo will be a wholly owned subsidiary of the POCML7 on Closing.
Pursuant to the Transaction:
| · | On or immediately prior to Closing, POCML7 will affect the Name Change, complete the continuation of POCML7 as a corporation under the laws of British Columbia, complete the Consolidation and use its reasonable efforts to cause the exercise of all POCML7 Options. Upon completion of the foregoing, there will be a maximum of 8,000,000 POCML7 Shares issued and no options or warrants outstanding on Closing. |
| · | On or immediately prior to closing, POCML7 will create a class of non-voting preferred shares (the “Resulting Issuer Preferred Shares”). |
| · | On Closing, Verdera will amalgamate with SubCo. AmalCo will be a wholly-owned subsidiary of the Resulting Issuer. |
| · | On Closing, POCML7 will issue 31,178,001 Resulting Issuer Shares in exchange for all of the Verdera Shares. |
| · | On Closing, POCML7 will issue 15,000,000 Resulting Issuer Shares to enCore in exchange for 15,000,000 of the Verdera Preferred Shares. POCML7 will issue 35,000,000 Resulting Issuer Preferred Shares to enCore in exchange for the remainder of the Verdera Preferred Shares, which are anticipated to be distributed to the shareholders of enCore after closing of the Amalgamation. In connection with the distribution to the shareholders of enCore, the Resulting Issuer Preferred Shares will convert to Resulting Issuer Shares. |
F-68
Verdera Energy Corp.
Notes to the Pro Forma consolidated financial statements
For the period ended September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| 1. | Plan of Arrangement (continued) |
The Transaction (continued)
The Transaction will result in the shareholders of Verdera acquiring control of POCML7. Therefore, the Transaction has been accounted for as an acquisition of POCML7 by Verdera.
The Transaction constituted a reverse take-over (“RTO”) of POCML7 by Verdera. For purposes of these pro forma consolidated financial statements, the “Company” is defined as the consolidated entity, being the Resulting Issuer. As POCML7 does not meet the definition of a business as defined by International Financial Reporting Standards (“IFRS”) 3, it has been accounted for as a share-based payment transaction in accordance with IFRS 2.
For accounting purposes, Verdera is treated as the accounting parent (legal subsidiary) and POCML7 as the accounting subsidiary (legal parent). The fair value of the consideration paid by Verdera, net of transaction costs, less the fair value of net assets of POCML7 constitutes share-based compensation and has been recorded in the statement of loss and comprehensive loss. These consolidated financial statements reflect the assets, liabilities and operations of Verdera for the period ended September 30, 2025; and POMCL7 since the RTO Transaction.
The Transaction was measured at the fair value of the shares that Verdera would have had to issue to the shareholder of POCML7, being 11,084,625 common shares, before the exercise of 1,100,000 options and consolidation on the basis of one pre-consolidation POCML7 shares for every 0.656565 of post-consolidation POCML7 shares.
After the option exercise and 1:0.6565 consolidation, Verdera would have had to issue 8,000,000 shares to give the shareholders of POCML7 the same percentage of equity interest in the combined entity that results from the reverse takeover had it taken the legal form of Verdera acquiring POCML7.
| Consideration | ||||
| Fair value of 8,000,000 post-consolidated common shares | $ | 8,000,000 | ||
| Fair value of 250,000 common shares issued for advisory services | 250,000 | |||
| Fair value of 300,000 options for advisory services | 152,616 | |||
| Total consideration value: | ||||
| 8,250,000 common shares | $ | 8,402,616 | ||
| Identifiable assets acquired and liabilities assumed | ||||
| Cash and cash equivalents | $ | 606,725 | ||
| Receivables | 8,843 | |||
| Accounts payable & accrued liabilities | (40,882 | ) | ||
| 574,686 | ||||
| Listing expense | $ | 7,827,930 | ||
F-69
Verdera Energy Corp.
Notes to the Pro Forma consolidated financial statements
For the period ended September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| 1. | Plan of Arrangement (continued) |
The Transaction (continued)
Name Change
On Closing, it is anticipated that the POCML7 will change its name to “Verdera Energy Corp.” or such other similar name as may be determined by Verdera, subject to approval by TSXV and applicable regulatory authorities.
| 2. | Basis of Presentation |
The unaudited pro forma consolidated financial statements have been compiled from and include:
| · | An unaudited pro forma consolidated statement of financial position, which combines the reviewed statement of financial position of Verdera as at September 30, 2025 and the audited statement of financial position of POCML7 as at September 30, 2025, giving effect to the Arrangement as if it occurred on September 30, 2025; and |
| · | An unaudited pro forma consolidated statement of comprehensive loss, which combines the reviewed statement of comprehensive loss of Verdera for the period ended September 30, 2025 and the audited statement of comprehensive loss of POCML7 for the year ended September 30, 2025 giving effect to the Arrangement as if it had occurred on October 1, 2024. |
It is management’s opinion that these unaudited pro forma consolidated financial statements present, in all material respects, the Transaction, assumptions and adjustments described in accordance with IFRS. These unaudited pro forma consolidated financial statements are provided for illustrative purposes only, and do not purport to represent the financial position that would have resulted had the Arrangement actually occurred on September 30, 2025. Further, these pro forma consolidated financial statements are not necessarily indicative of the future financial position or results of operations on POCML7 as a result of the Arrangement. These unaudited pro forma consolidated financial statements should be read in conjunction with the reviewed financial statements of Verdera as at September 30, 2025, and the audited financial statements of POCML7 as at September 30, 2025.
| 3. | Pro Forma Assumptions and Adjustments |
A. In accordance with the Proposed Transaction (Note 1), POCML7 will issue 46,178,001 Resulting Issuer common shares and 35,000,000 Resulting Issuer preferred shares in exchange for all the issued and outstanding common shares and preferred shares of Verdera. The 35,000,000 Resulting Issuer preferred shares will be converted to Resulting Issuer Shares upon distribution to the shareholders of enCore after closing of the Amalgamation.
The transaction is recognized in substance as if Verdera had proceeded to the issuance of POCML7’s 8,000,000 post-consolidated common shares, in exchange for the POCML7’s net assets acquired.
In connection with the Proposed Transaction (Note 1), the Company has entered into an advisory services agreement whereby it will issue 250,000 common shares in the capital of the resulting issuer and issue 300,000 stock options immediately prior to the completion of the transaction. These common shares will be issued as consideration for certain advisory services, including strategic, structuring and financial advice with respect to the Proposed Transaction.
F-70
Verdera Energy Corp.
Notes to the Pro Forma consolidated financial statements
For the period ended September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| 3. | Pro Forma Assumptions and Adjustments (continued) |
The fair value of POCML7’s 8,000,000 post-consolidated common shares as at September 30, 2025 was determined to be $8,000,000. The following table provides details of the fair value of the consideration given:
| Consideration | ||||
| Fair value of 8,000,000 post-consolidated common shares | $ | 8,000,000 | ||
| Fair value of 250,000 common shares issued for advisory services | 250,000 | |||
| Fair value of 300,000 options for advisory services | 152,616 | |||
| Total consideration value: | ||||
| 8,250,000 post-consolidated common shares and options | $ | 8,402,616 | ||
The fair value of the common shares to be acquired by the shareholders of Verdera exceed the fair value of the net assets of POCML7. Because the Company cannot specifically identify any goods or services that relate to this excess, IFRS 2 requires that the difference is recognized in the determination of net loss as a listing expense.
The following table provides details of the fair value of the assets and liabilities acquired:
| Identifiable assets acquired and liabilities assumed | ||||
| Cash and cash equivalents | $ | 606,725 | ||
| Receivables | 8,843 | |||
| Accounts payable & accrued liabilities | (40,882 | ) | ||
| 574,686 | ||||
| Listing expense | $ | 7,827,930 | ||
B. On February 10, 2026, Verdera and POCML7 completed a brokered financing for up to $20,000,000 of subscription receipts. On closing of the Transaction, each Verdera subscription receipt will convert, without payment of additional consideration, into one Verdera Share, which will be automatically exchanged for one Resulting Issuer Share pursuant to the Transaction. On closing of the Transaction, each POCML7 Subscription Receipt will convert, without payment of additional consideration, into one Resulting Issuer Share. Pursuant to the Letter Agreement, Verdera agreed to pay the Agents a cash fee of 5% of the gross proceeds of the Brokered Financing, and issue compensation subscription receipts (“SR Compensation Options”) to the Agents equal to 4% of the aggregate number of Subscription Receipts issued in the Brokered Financing. Upon closing of the Transaction, the SR Compensation Options will be exchanged for compensation options of the Resulting Issuer (the “Compensation Options”). Each Compensation Option will entitle the Agents to purchase one Resulting Issuer Share at a price of $1.00 per Resulting Issuer Share for a period of 18 months following the final TSXV bulletin approving the Transaction.
F-71
Verdera Energy Corp.
Notes to the Pro Forma consolidated financial statements
For the period ended September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| 4. | Share Capital |
As a result of the Transactions and the pro forma assumptions and adjustments, the shareholders’ equity of the resulting issuer as at September 30, 2025 is comprised of the following:
| Number
of Common Shares | Number
of Preferred Shares | Share Capital Common Shares | Share Capital Preferred Shares | Reserves | Shares Subscribed | Share Subscriptions | Deficit | Total | ||||||||||||||||||||||||||||
| Balance, March 31, 2025 | 17,251,001 | - | $ | 3,010,166 | $ | - | $ | 112,424 | $ | 10,000 | $ | - | $ | (389,105 | ) | $ | 2,743,485 | |||||||||||||||||||
| Private Placement | 13,077,000 | - | 6,208,500 | - | - | (10,000 | ) | (125,000 | ) | - | 6,073,500 | |||||||||||||||||||||||||
| Shares issued for exploration and evaluation assets | - | 50,000,000 | - | 10,000,000 | - | - | - | - | 10,000,000 | |||||||||||||||||||||||||||
| Shares issued for success fee | 850,000 | - | 170,000 | - | - | - | - | - | 170,000 | |||||||||||||||||||||||||||
| Shares issued for reverse takeover | 8,000,000 | - | 8,000,000 | - | - | - | - | - | 8,000,000 | |||||||||||||||||||||||||||
| Shares reclassed on reverse takeover | 15,000,000 | (15,000,000 | ) | 3,000,000 | (3,000,000 | ) | - | - | - | - | - | |||||||||||||||||||||||||
| Share issued per advisory service agreement | 250,000 | - | 250,000 | - | - | - | - | - | 250,000 | |||||||||||||||||||||||||||
| Fair value of options granted for advisory services | - | - | - | - | 152,616 | - | - | - | 152,616 | |||||||||||||||||||||||||||
| Shares issued for concurrent financing, less 5% agent’s fee | 20,000,000 | - | 19,000,000 | - | - | - | - | - | 19,000,000 | |||||||||||||||||||||||||||
| Fair value of agent’s options | - | - | (406,976 | ) | - | 406,976 | - | - | - | - | ||||||||||||||||||||||||||
| Share-based payments | - | - | - | - | 412,206 | - | - | - | 412,206 | |||||||||||||||||||||||||||
| Share issuance costs | - | - | (326,580 | ) | - | - | - | - | - | (326,580 | ) | |||||||||||||||||||||||||
| Loss for the period | - | - | - | - | - | - | - | (8,738,350 | ) | (8,738,350 | ) | |||||||||||||||||||||||||
| Balance, September 30, 2025 | 74,428,001 | 35,000,000 | $ | 38,905,110 | $ | 7,000,000 | $ | 1,084,222 | $ | - | $ | (125,000 | ) | $ | (9,127,455 | ) | $ | 37,736,877 | ||||||||||||||||||
F-72
Verdera Energy Corp.
Notes to the Pro Forma consolidated financial statements
For the period ended September 30, 2025
(Unaudited – prepared by management)
(Expressed in Canadian Dollars)
| 4. | Share Capital (continued) |
Stock Options
As a result of the Transaction and the pro forma assumptions and adjustments, the Resulting Issuer’s incentive stock options outstanding as at September 30, 2025 was as follows:
| Number
of Options | Weighted Average Exercise Price ($) | |||||||
| Balance, March 31, 2025 | - | - | ||||||
| Options issued to current holders of stock options of Verdera in connection with the Transaction | 4,680,000 | 0.32 | ||||||
| Advisory options issued in connection with the Transaction | 300,000 | 1.00 | ||||||
| Agent’s compensation options issued in connection with the Transaction | 800,000 | 1.00 | ||||||
| Balance, September 30, 2025 | 5,780,000 | 0.45 | ||||||
All Verdera stock options issued and exercisable as at the date of the Transaction will be exchanged for stock options of the Resulting Issuer.
Warrants
The Resulting Issuer does not have any warrants outstanding as at September 30, 2025.
| 5. | Pro Forma Effective Income Tax Rate |
Upon completion of the Transaction, the effective tax rate of the Resulting Issuer is expected to be 27%.
| 6. | Subsequent Event |
Subsequent to September 30, 2025, the Company:
| - | Entered into an agreement to acquire technical data and information relating to uranium mining in New Mexico, as well as select other locations. In consideration for the acquisition, Verdera paid the vendor US$500,000, issued 650,000 Verdera Shares at $0.50 per Verdera Share, and has agreed to enter into a consulting agreement with the vendor that includes the issuance of 100,000 options of Verdera following closing of the Transaction. |
F-73
Carve-out Financial Statements and Independent Auditor’s Report
NM Energy Holding Canada Corp.
Period Ended March 31, 2025
Years Ended December 31, 2024 and 2023
F-74
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Verdera Energy Corp. (the “Company”)
Opinion on the Carve-out Financial Statements
We have audited the accompanying carve-out financial statements of NM Energy Holding Canada Corp. (the “Entity”), which comprise the carve-out statements of financial position as at March 31, 2025, December 31, 2024 and December 31, 2023, and the carve-out statements of loss and comprehensive loss, changes in net parent investment and cash flows for the periods then ended, and a summary of material accounting policies and other explanatory information (collectively referred to as the carve-out financial statements).
In our opinion, the carve-out financial statements present fairly, in all material respects, the financial position of the Entity as of March 31, 2025, December 31, 2024 and December 31, 2023, and its financial performance and its cash flows for the periods then ended, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Going Concern
The accompanying carve-out financial statements have been prepared assuming that the Entity will continue as a going concern. As discussed in Note 2 to the carve-out financial statements, whether and when the Entity can obtain profitability and positive cash flows from operations is uncertain. These conditions, along with other matters as set forth in Note 2, raise substantial doubt about its ability to continue as a going concern. The carve-out financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These carve-out financial statements are the responsibility of the Entity’s management. Our responsibility is to express an opinion on the Entity’s carve-out financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Entity in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the carve-out financial statements are free of material misstatement, whether due to fraud or error. The Entity is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the carve-out financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the carve-out financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the carve-out financial statements. We believe that our audits provide a reasonable basis for our opinion.
CHARTERED PROFESSIONAL ACCOUNTANTS
We have served as the Company’s auditor since 2025.
Vancouver, Canada
April 2, 2026
F-75
NM Energy Holding Canada Corp.
STATEMENTS OF FINANCIAL POSITION
| March 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| ASSETS | ||||||||||||
| Intangible Assets | $ | 217,500 | $ | 217,500 | $ | 217,500 | ||||||
| Mineral Rights and properties, net | 2,447,767 | 2,447,767 | 2,396,717 | |||||||||
| Total assets | $ | 2,665,267 | $ | 2,665,267 | $ | 2,614,217 | ||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||||||
| Due to other enCore entities | $ | 2,665,267 | $ | 2,665,267 | $ | 2,614,217 | ||||||
| Total liabilities and stockholders' equity | $ | 2,665,267 | $ | 2,665,267 | $ | 2,614,217 | ||||||
Approved and authorized for issuance by the Board of Directors:
| “Janet Lee-Sheriff” | |
| Director | |
| “Mark Pelizza” | |
| Director |
F-76
NM Energy Holding Canada Corp.
STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
| Three months ended March 31, 2025 | Year ended December 31, 2024 | Year ended December 31, 2023 | ||||||||||
| Expenses | $ | - | $ | - | $ | - | ||||||
| Loss and comprehensive loss | $ | - | $ | - | $ | - | ||||||
F-77
NM Energy Holding Canada Corp.
| Three months | ||||||||||||
| Cash Flow | ended | Year ended | Year ended | |||||||||
| March 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||||||
| Investing Activities | ||||||||||||
| Mineral property expenditures | $ | - | $ | (51,050 | ) | $ | (44,957 | ) | ||||
| Financing activities | ||||||||||||
| Funds provided by other enCore entities | $ | - | $ | 51,050 | $ | 44,957 | ||||||
| Beginning Cash | $ | - | $ | - | $ | - | ||||||
| Ending Cash | $ | - | $ | - | $ | - | ||||||
F-78
NM Energy Holding Canada Corp.
STATEMENTS OF CHANGES IN NET PARENT INVESTMENT
| Net Parent Investment | enCore | Tigris | Uranco | Total | ||||||||||||
| Balance, December 31, 2022 | $ | 17,500 | $ | 2,326,610 | $ | 225,150 | $ | 2,569,260 | ||||||||
| Advance from other enCore entities | $ | - | $ | 32,333 | $ | 12,624 | $ | 44,957 | ||||||||
| Balance, December 31, 2023 | $ | 17,500 | $ | 2,358,943 | $ | 237,774 | $ | 2,614,217 | ||||||||
| Advance from other enCore entities | $ | - | $ | 35,850 | $ | 15,200 | $ | 51,050 | ||||||||
| Balance, December 31, 2024 | $ | 17,500 | $ | 2,394,793 | $ | 252,974 | $ | 2,665,267 | ||||||||
| Advance from other enCore entities | $ | - | $ | - | $ | - | $ | - | ||||||||
| Balance, March 31, 2025 | $ | 17,500 | $ | 2,394,793 | $ | 252,974 | $ | 2,665,267 | ||||||||
F-79
NM Energy Holding Canada Corp.
NOTES TO CARVE-OUT FINANCIAL STATEMENTS
March 31, 2025
NOTE 1 – BACKGROUND
On April 9, 2025, Verdera Energy Corp (“Verdera” or the “Company”) entered into a Share Purchase Agreement (“SPA”) dated March 17, 2025, with enCore Energy Corp (“enCore”), in which enCore sold and Verdera purchased all of the issued and outstanding equity interests (100 common shares) of NM Energy Holding Canada Corp. (“NME”). enCore created NME in Q4 2024 to hold certain uranium mining claims, leases, and related assets in New Mexico, USA. NME Mineral Properties include Crownpoint, Hosta Butte, Nose Rock, West Largo, and Ambrosia Lake – Treeline.
In exchange for the NME equity, the Company transferred to enCore 50,000,000 preferred shares of Verdera, and a non-refundable cash payment of $350,000 USD to cover enCore’s estimated legal expenses. Additionally, under the SPA, the Company promised to pay to enCore a 2% Net Proceeds Royalty on uranium and a 2% Net Smelter Royalty on other minerals.
These carve-out financial statements represent the historical operations of NME since acquisition by the Company. The assets and liabilities have been derived from the enCore's historical financial information. The operations of NME were not a separate legal entity during the periods presented. NME was part of enCore.
NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN
These carve-out financial statements have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
These carve-out financial statements have been prepared on the historical cost basis. In addition, the financial statements have been prepared using the accrual basis of accounting.
These carve-out financial statements are presented in U.S. dollars, which is also the NME's functional currency.
The purpose of these carve-out financial statements is to provide general purpose historical financial information of NME in connection with the SPA detailed in Note 1.
The basis of preparation for the carve-out statements of financial position have been applied. The carve-out financial statements have been extracted from historical accounting records of enCore with estimates used, when necessary, for certain allocations. The carve-out statements of financial position reflect the assets and liabilities recorded by enCore, which have been assigned to NME on the basis that they are specifically identifiable and attributable to NME.
Management cautions readers of these carve-out financial statements that NME's results do not necessarily reflect what the financial position would have been had NME been a separate entity.
These carve-out financial statements have been prepared on a going concern basis, which assumes that NME will continue in operation for the foreseeable future and will be able to realize its assets and settle its liabilities in the normal course of business. Whether and when NME can obtain profitability and positive cash flows from operations is uncertain. These material uncertainties raise substantial doubt on the ability of NME to continue as a going concern. These carve-out financial statements do not give effect to the required adjustments to the carrying amounts and classification of assets and liabilities should NME be unable to continue as a going concern. Such adjustments could be material.
F-80
NM Energy Holding Canada Corp.
NOTES TO CARVE-OUT FINANCIAL STATEMENTS
March 31, 2025
NOTE 3 – MATERIAL ACCOUNTING POLICY INFORMATION
Mineral Rights and Properties
NME has certain mineral property assets, including Crownpoint, Hosta Butte, Nose Rock, West Largo, and Ambrosia Lake – Treeline, that are in the exploration stage. NME records exploration and evaluation assets, which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.
NME’s net mineral rights and properties include approximately $2.4 million of exploration and evaluation assets. The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property on the carve-out statement of financial position. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation cost will be written off to net income or loss in the period of abandonment.
On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment, including the following:
| · | Whether the period during which NME has the right to explore in the specific area has expired during the year or will expire in the near future; |
| · | Whether substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned; |
| · | Whether NME has decided to discontinue activities in an area as the exploration and evaluation activities in the area have not led to the discovery of commercially viable quantities of mineral resources; and |
| · | Whether sufficient data exists to indicate, although a development in a specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered in full from successful development or by sale. |
If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is determined. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and its value in use. The fair value less costs of disposal and the value in use is determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in net income or loss for the period. Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in the period in which that determination was made in net income or loss.
F-81
NM Energy Holding Canada Corp.
NOTES TO CARVE-OUT FINANCIAL STATEMENTS
March 31, 2025
Intangible Assets
Intangible assets consist of the Grants Mineral Belt Database, which is an indefinite-lived asset. Intangible assets with indefinite useful lives are assessed for impairment annually and whenever there is an indication that the intangible asset may be impaired.
There were no indicators of impairment as of March 31, 2025, December 31, 2024, or December 31, 2023.
New Accounting Standards Issued and Not Yet Effective
Accounting pronouncements with future effective dates are either not applicable or are not expected to have a material impact on the NME's financial statements.
Significant Judgments, Estimates and Assumptions
The preparation of these carve-out financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the carve-out financial statements. Actual results could differ from these estimates.
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Recoverable Amount of Mineral Properties as a Result of Impairment Indicators
When indicators of impairment are identified, recoverable amount calculations are based either on discounted estimated future cash flows or on comparable recent transactions. The assumptions used are based on management’s best estimates of what an independent market participant would consider appropriate. Changes in these assumptions may alter the results of impairment testing, the amount of the impairment charges recorded in the statement of loss and comprehensive loss, and the resulting carrying values of assets.
Indicators of Impairment for Mineral Properties
NME follows the guidance under IFRS 6 to determine when a mineral property asset is impaired. This determination requires significant judgment. In making this judgment, NME evaluates, among other factors, the results of exploration and evaluation activities to date and the NME’s future plans to explore and evaluate a mineral property.
Valuation of Exploration and Evaluation Assets
The valuation of mineral properties acquired by NME requires significant judgement. Acquired mineral properties are valued at their fair market value which can require significant estimates in future cash flows, production, and timing.
Going Concern
In the preparation of these carve-out financial statements, management is required to identify when events or conditions indicate that significant doubt may exist about NME's ability to continue as a going concern. Significant doubt about NME's ability to continue as a going concern would exist when relevant conditions and events, considered in the aggregate, indicate that NME will not be able to meet its obligations as they become due for a period of at least, but not limited to, twelve months from the balance sheet date. When NME identifies conditions or events that raise potential for significant doubt about its ability to continue as a going concern, NME considers whether its plans that are intended to mitigate those relevant conditions or events will alleviate the potential significant doubt. Management uses judgement to assess NME's ability to continue as a going concern and the conditions that cast doubt upon the use of the going concern assumption. Different bases of measurement may be appropriate if NME is not expected to continue operations for the foreseeable future.
F-82
NM Energy Holding Canada Corp.
NOTES TO CARVE-OUT FINANCIAL STATEMENTS
March 31, 2025
NOTE 4 – INTANGIBLE ASSETS
In 2020, the Company acquired the Grants Mineral Belt Database resulting in $200,000 in indefinite-lived intangible assets. In 2021, the Company acquired additional data within the Mineral Belt Database resulting in additional $17,500 in indefinite-lived intangible assets. The Company does not amortize the indefinite-lived assets. The balance of intangible assets was $217,500 as of March 31, 2025, December 31, 2024, and December 31, 2023.
NOTE 5 – MINERAL RIGHTS AND PROPERTIES
Title to mining properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mining properties. NME has investigated title to all of its mineral properties and, to the best of its knowledge, title to its properties is in good standing.
NME’s mining properties include Crownpoint, Hosta Butte, Nose Rock, West Largo, and Treeline. The continuity of the carrying value of these assets is as follows:
| NME | ||||
| Balance, December 31, 2022 | $ | 2,351,760 | ||
| Expenditures | 44,957 | |||
| Balance, December 31, 2023 | 2,396,717 | |||
| Expenditures | 51,050 | |||
| Balance, December 31, 2024 | 2,447,767 | |||
| Expenditures | - | |||
| Balance, March 31, 2025 | $ | 2,447,767 | ||
F-83
NM Energy Holding Canada Corp.
NOTES TO CARVE-OUT FINANCIAL STATEMENTS
March 31, 2025
NOTE 6 – RELATED PARTY TRANSACTIONS
Related party transactions include amounts due from or due to enCore and its related entities, including URI, Inc. (“URI”) and Metamin Enterprises US Inc (“Metamin”). As of March 31, 2025, related party balances were as follows:
| March 31, 2025 | ||||
| enCore | $ | 2,185,483 | ||
| Uranco | 200,000 | |||
| URI | 78,272 | |||
| Metamin | 88,005 | |||
| Other | 113,507 | |||
| Total due to other enCore entities | $ | 2,665,267 | ||
All related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
NOTE 7 – RISK MANAGEMENT
As of March 31, 2025, NME had no material off-balance sheet arrangements such as guarantee contracts, contingent interest in assets transferred to an entity, derivative instruments obligations or any obligations that trigger financing, liquidity, market or credit risk to NME.
NME’s exposure to market risks includes, but is not limited to, uranium price risk and foreign currency risk.
Uranium Price Risk
NME is subject to market risk related to the market price of uranium. Since future sales of uranium concentrates are contracted based on both spot and fixed pricing, fluctuations in the market price of uranium would have a direct impact on NME’s revenues, results of operations, and cash flows. NME does not use derivative financial instruments for speculative trading purposes, nor does NME hedge their uranium price exposure to manage uranium price risk.
Foreign Currency Risk
NME is subject to market risk related to foreign currency exchange rate fluctuations. NME’s functional currency is the U.S. Dollar; however, a portion of NME’s business is transacted in other currencies including the Canadian Dollar. To date, these fluctuations have not had a material impact on the results of operations. NME does not use derivative financial instruments for speculative trading purposes, nor does NME hedge their foreign currency exposure to manage foreign currency fluctuation risk.
NOTE 8 – INCOME TAXES
During the period ended March 31, 2025, and the years ended December 31, 2024 and 2023, NME did not have legal form as it was part of enCore. Deferred taxes result from the temporary differences between financial reporting carrying amounts and the tax basis of existing assets and liabilities.
NOTE 9 – SEGMENTED INFORMATION
As of March 31, 2025, December 31, 2024 and December 31, 2023, all of NME's long-term assets are located in the U.S.
F-84
35,000,000 Common Shares
Verdera Energy Corp.
PROSPECTUS
, 2026
F-85
PART II
| Item 6. | Indemnification of Directors and Officers. |
The corporate laws of British Columbia allow us, and our corporate articles require us (subject to the provisions of the BCBCA noted below), to indemnify our Directors, former Directors, alternate Directors and their heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and we must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each Director and alternate Director is deemed to have contracted with the Company on the terms of the indemnity contained in our articles.
For the purposes of such an indemnification:
“eligible party”, in relation to the Company, means an individual who
| 1) | is or was a Director or officer of the Company, | |
| 2) | is or was a director or officer of another corporation |
| a) | at a time when the corporation is or was an affiliate of the Company, or | |
| b) | at the request of the Company, or |
| 3) | at the request of the Company, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity, and includes, except in the definition of “eligible proceeding” and certain other cases, the heirs and personal or other legal representatives of that individual; |
and includes, except in the definition of “eligible proceeding” and certain other cases, the heirs and personal or other legal representatives of that individual;
“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
“eligible proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, the Company or an associated corporation:
| (1) | is or may be joined as a party, or | |
| (2) | is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; |
“expenses” includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts paid in settlement of a proceeding; and
“proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending or completed.
In addition, under the BCBCA, the Company may pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of that proceeding, provided that the Company first receives from the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by the restrictions noted below, the eligible party will repay the amounts advanced.
Notwithstanding the provisions of the Company’s articles noted above, the Company must not indemnify an eligible party or pay the expenses of an eligible party, if any of the following circumstances apply:
| (1) | if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement to indemnify or pay expenses was made, the company was prohibited from giving the indemnity or paying the expenses by its memorandum or articles; | |
| (2) | if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time that the indemnity or payment is made, the company is prohibited from giving the indemnity or paying the expenses by its memorandum or articles; | |
| (3) | if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the company or the associated corporation, as the case may be; | |
| (4) | in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful. |
In addition, if an eligible proceeding is brought against an eligible party by or on behalf of the Company or by or on behalf of an associated corporation, the Company must not do either of the following:
| (1) | indemnify the eligible party under section 160 (a) in respect of the proceeding; or | |
| (2) | pay the expenses of the eligible party in respect of the proceeding. |
II-1
Notwithstanding any of the foregoing, and whether or not payment of expenses or indemnification has been sought, authorized or declined under the BCBCA or the articles of the Company, on the application of the Company or an eligible party, the Supreme Court of British Columbia may do one or more of the following:
| (1) | order a company to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding; | |
| (2) | order a company to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding; | |
| (3) | order the enforcement of, or any payment under, an agreement of indemnification entered into by a company; | |
| (4) | order a company to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under this section; | |
| (5) | make any other order the court considers appropriate. |
| Item 7. | Recent Sales of Unregistered Securities. |
Set forth below is information regarding all securities issued by us without registration under the Securities Act during the past three years.
On November 16, 2022, we completed our initial public offering of 1,641,413 of our common shares at a price of C$0.15 per share, for aggregate gross proceeds of C$250,000 pursuant to a prospectus dated November 07, 2022. The common shares were issued pursuant to the exclusion from registration under the Securities Act under Regulation S.
On November 16, 2022, at the closing of the Offering and prior to listing, we granted stock options to our directors and officers to acquire up to an aggregate of 722,222 common shares at an exercise price of $0.15 expiring after five years on November 16, 2027, vesting immediately. The common shares were issued pursuant to the exclusion from registration under the Securities Act under Regulation S.
On September 19, 2022 we issued 5,580,803 common shares at $0.08 per share for total proceeds of $425,000. The common shares were issued pursuant to the exclusion from registration under the Securities Act under Regulation S.
On August 2, 2023 we issued an aggregate of 2,978 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of $454. The common shares were issued pursuant to the exclusion from registration under the Securities Act under Regulation S.
On March 22, 2024 we issued an aggregate of 34,000 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of $5,178. The common shares were issued pursuant to the exclusion from registration under the Securities Act under Regulation S.
On November 14, 2024 we issued an aggregate of 18,584 common shares pursuant to a compensation warrant exercise, resulting in proceeds to us of $2,830. The common shares were issued pursuant to the exclusion from registration under the Securities Act under Regulation S.
On February 12, 2025, we issued 2,670,000 subscription receipts at $1.00 per subscription receipt, for gross proceeds of $20,000,000. The subscription receipts were issued pursuant to the exclusion from registration under the Securities Act under Regulation S.
II-2
Exhibit Index
| Item 8. | Exhibits and Financial Statement Schedules. |
| (a) | The following exhibits are included in this registration statement on Form F-1: |
+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
II-3
| Item 9. | Undertakings |
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
II-4
| (6) | That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
II-5
Pursuant to the requirements of the Securities Act of 1933, we have duly caused this registration statement to be signed on our behalf by the undersigned, thereunto duly authorized, in McKinney, Texas on April 30, 2026.
| VERDERA ENERGY CORP. | ||
| By: | /s/ Janet Lee-Sheriff | |
| Name: Janet Lee-Sheriff | ||
| Title: Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Janet Lee-Sheriff as his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and April 30, 2026.
| Signature | Title | |
| /s/ Janet Lee-Sheriff | Chief Executive Officer and Director | |
| Janet Lee-Sheriff | ||
| /s/ Scott Davis | Chief Financial Officer | |
| Scott Davis | ||
| /s/ Kevin Bambrough | Director | |
| Kevin Bambrough | ||
| /s/ Mark Pelizza | Director | |
| Mark Pelizza | ||
| /s/ Jon Indall | Director | |
| Jon Indall | ||
| /s/ Greg Hayes | Director | |
| Greg Hayes |
II-6
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in our capacity as the duly authorized representative in the United States, on April 30, 2026.
| NM ENERGY HOLDING CORP. | |
| /s/ Janet Lee-Sheriff | |
| Janet Lee-Sheriff | |
| Title: Director |
II-7
Exhibit 1.1
EXECUTION VERSION
POCML7 INC.
AND
1564752 B.C. LTD.
AND
VERDERA ENERGY CORP.
AMALGAMATION AGREEMENT
November 25, 2025
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AMALGAMATION AGREEMENT
THIS AMALGAMATION AGREEMENT made as of the 25th day of November 2025.
AMONG:
POCML7 INC., a company incorporated under the laws of Ontario and having a registered office at 130 King St. West, Suite 2210, Toronto, Ontario, M5X 1E4 (“POCML7”)
AND:
1564752 B.C. LTD., a company incorporated under the laws of British Columbia and having a registered office at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia V6C 2T8. (“SubCo”)
AND:
VERDERA ENERGY CORP., a company incorporated under the laws of British Columbia and having a registered office at Suite 1200 – 750 West Pender Street, Vancouver, British Columbia V6C 2T8 (“Verdera”)
WHEREAS:
| A. | POCML7 and Verdera are parties to a binding letter agreement dated November 2, 2025 whereby the parties have agreed to complete a business combination; |
| B. | The board of directors of each of POCML7 and Verdera believe it is in the best interests of each corporation and its respective shareholders that POCML7 acquire Verdera through the statutory amalgamation of Verdera, pursuant to section 270 of the Business Corporations Act (British Columbia) (the “BCBCA”), with and into POCML7’s wholly owned subsidiary, SubCo (the “Amalgamation”); |
| C. | Pursuant to the Amalgamation and this Agreement, on completion of the Amalgamation all of the issued and outstanding Verdera Shares (as defined below) and Verdera Preferred Shares (as defined below) will be converted into Resulting Issuer Shares (as defined below) and Resulting Issuer Preferred Shares (as defined below) on the terms and condition set forth herein; |
| D. | The Amalgamation will constitute the “Qualifying Transaction” of Verdera under the TSX-V Policies (as defined below); and |
| E. | The Parties wish to carry out, among other things, the Amalgamation, in accordance with the terms and conditions set forth in this Agreement |
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the above premises and of the covenants, agreements, representations, and warranties hereinafter contained, the parties agree as follows:
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Article 1
INTERPRETATION
| 1.1 | Definitions |
In this Agreement, unless there is something in the context or subject matter inconsistent therewith, the following defined terms will have the meanings hereinafter set forth:
“Agreement”, “this Agreement”, “herein”, “hereby”, “hereof”, “hereunder”, and similar expressions mean or refer to this agreement and any amendments hereto.
“AmalCo” means the amalgamated corporation to be constituted upon completion of the Amalgamation.
“AmalCo Shares” means the common shares in the capital of AmalCo.
“Amalgamation” means has the meaning ascribed thereto in the preamble.
“Amalgamation Application” means the amalgamation application providing for the Amalgamation to be filed with the BC Registrar pursuant to Section 275 of the BCBCA, substantially in the form set forth in Schedule “A” attached hereto.
“Applicable Laws” means all applicable rules, laws, policies, statutes, constitution, notices, orders and legislation of any kind whatsoever of any Governmental Authority or stock exchange (including the TSX-V) having jurisdiction over the transactions contemplated hereby or the parties hereto;
“Assets and Properties” with respect to any Person means all assets and properties of every kind, nature, character, and description (whether real, personal, or mixed, tangible or intangible, choate or inchoate, absolute, accrued, contingent, fixed or otherwise, and, in each case, wherever situated), including the goodwill related thereto, operated, owned or leased by or in the possession of such Person.
“Authorization” means with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Authority having jurisdiction over the Person, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person, or its business, assets, or securities.
“BCBCA” means the Business Corporations Act (British Columbia).
“BC Registrar” means the registrar of companies appointed under Section 400 of the BCBCA.
“Business Day” means any day other than a Saturday or Sunday or a day when banks in the City of Vancouver are not open for business.
“Certificate of Amalgamation” means the certificate of amalgamation for the Amalgamation issued pursuant to Section 281 of the BCBCA.
“Closing” has the meaning ascribed thereto in Section 2.2.
“Closing Date” has the meaning ascribed thereto in Section 2.2.
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“Confidential Information” means any information concerning a party (the “Disclosing Party”) or its business, Assets and Properties made available to another party or its representatives (the “Receiving Party”); provided that it does not include information which (a) is generally available to or known by the public other than as a result of improper disclosure by the Receiving Party, or (b) is obtained by the Receiving Party from a source other than the Disclosing Party, provided that such source was not bound by a duty of confidentiality to the Disclosing Party or another party with respect to such information.
“Consolidation” has the meaning ascribed thereto in Section 5.2(b).
“Contract” means all agreements, contracts, or commitments of any nature, written or oral, including, for greater certainty and without limitation, leases, purchase agreements, option agreements, royalty agreements, off-take agreements, streaming agreements, supply and distribution agreements, loan documents and security documents.
“Disclosing Party” has the meaning ascribed thereto in the definition of “Confidential Information”.
“Disclosure Documents” has the meaning ascribed thereto in Section 4.1(g).
“DRS” direct registration system.
“Effective Date” means the effective date of the Amalgamation, which will be the date of the Certificate of Amalgamation.
“Effective Time” means the effective time at which the Amalgamation Application is filed and made effective on the Effective Date.
“Environmental Laws” means all applicable international, federal, provincial, state, municipal and local treaties, conventions, laws, statutes, ordinances, by-laws, codes, regulations, and all policies, guidelines, standards, orders, directives and decisions rendered or promulgated by any ministry, department or administrative or regulatory agency or body whatsoever (including international organizations formed by or participated in by any national, provincial or state government or representatives thereof) relating to health and safety, the protection or preservation of the environment or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any product or import of Verdera or any Hazardous Substances;
“Environmental Permits” means all permits, licences and authorizations required under Environmental Laws in connection with the conduct and operation of business, as currently conducted;
“Exchange Ratio” means the issuance of one (1) Resulting Issuer Share for each Verdera Share held immediately prior to the Effective Date or the issuance of one (1) Resulting Issuer Preferred Share for each Verdera Preferred Share held immediately prior to the Effective Date.
“Filing Statement” means the filing statement of POCML7 prepared in accordance with Applicable Laws and Form 3B2 Information Required in a Filing Statement for a Qualifying Transaction as prescribed by the TSX-V Policies, and prepared and delivered in accordance with this Agreement disclosing the Transaction, including all schedules, appendices and exhibits thereto and enclosures therewith, as amended, supplemented or otherwise modified from time to time;
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“Governmental Authority” means any:
| (a) | multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; |
| (b) | subdivision, agent, commission, official, agency, board or authority of any of the foregoing; or |
| (c) | quasi-governmental or private body (including the TSX-V) exercising any statutory, regulatory, expropriation or taxing authority under or for the account of any of the foregoing including any stock exchange. |
“Hazardous Substances” means any contaminant, pollutant, dangerous substance, liquid waste, industrial waste, hauled liquid waste, toxic substance, special waste, hazardous waste, hazardous material or hazardous substance as defined in or pursuant to any Environmental Laws, law, judgment, decree, order, injunction, rule, statute or regulation of any court, arbitrator or governmental authority.
“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board, as applicable in Canada.
“Material Adverse Change” means, with respect to a party, any event or change that has had or would reasonably be likely to have a materially adverse effect on the party and for the purposes hereof, “Material Adverse Effect” means an effect that reasonably, individually or collectively with another state of facts or effects is materially adverse or may be expected to be materially adverse on the business, operations, results of operations, assets, liabilities or financial condition of the party and their respective subsidiaries other than any change, effect, event or occurrence: relating to the global economy or securities markets in general or affecting the mining industry in general, and which does not have a materially disproportionate effect on the party;
“Name Change” has the meaning ascribed thereto in Section 5.2(b).
“NM Properties” means the interest of Verdera in the various mineral claims, properties and rights, and any associated surface rights in and to its mineral projects and properties located in New Mexico, USA, subject to the various royalty interests, as more specifically described in the Verdera Disclosure Letter.
“parties” means POCML7, Verdera, and SubCo; and “party” means any one of them.
“Person” includes any individual, firm, partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate, or other entity, whether or not it has legal status.
“POCML7” means POCML7 Inc., a company incorporated under the laws of Ontario with its registered office in Toronto, Ontario.
“POCML7 Board Reconstitution” has the meaning ascribed thereto in Section 2.10(a).
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“POCML7 Financial Statements” means audited consolidated financial statements for POCML7 for the fiscal year ended September 30, 2024, together with the notes thereto and the auditor’s report thereon, and the consolidated interim financial statements for POCML7 for the period ended June 30, 2025.
“POCML7 Management Reconstitution” has the meaning ascribed thereto in Section 2.10(b).
“POCML7 Shareholders” means the holders of POCML7 Shares.
“POCML7 Shareholder Approval” means the approval by the POCML7 Shareholders of the Transaction (and all related actions thereunder), and the continuation of POCML7 as a corporation under the laws of British Columbia, to be sought by POCML7 at an annual general and special meeting of the POCML7 Shareholders to be held in accordance with this Agreement.
“POCML7 Shares” means the common shares issued in the authorized share structure of POCML7.
“Receiving Party” has the meaning ascribed thereto in the definition of "Confidential Information”.
“Registrar and Transfer Agent” means TSX Trust Company, having a principal address at Suite #301 - 100 Adelaide Street West, Toronto, ON, M5H 4H1 and any other Person which may be appointed as registrar and transfer agent of POCML7, as applicable, from time to time.
“Resale Restrictions” mean a one year hold period on the Resulting Issuer Shares issued to the holders of the Verdera Restricted Shares,with 20% of such Resulting Issuer Shares released on the Closing Date, and 20% every three months thereafter, which restrictions will be imposed by way of legend recorded on the instrument evidencing such shares.
“Resulting Issuer” means POCML7 following completion of the Transaction.
“Resulting Issuer Shares” means the common shares in the capital of the Resulting Issuer following the Consolidation and Name Change.
“Resulting Issuer Preferred Shares” means the preferred shares in the capital of the Resulting Issuer to be issued to the Verdera Preferred Shareholders on Closing, and which will have the same rights and restrictions as the Verdera Preferred Shares other than such rights and restrictions will be applicable to the Resulting Issuer.
“Securities Laws” means all applicable securities laws, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices, and other regulatory instruments of the securities regulatory authorities in applicable jurisdictions, including the rules and published policies of the TSX-V.
“SEDAR+” means the System for Electronic Document Analysis and Retrieval.
“SubCo” means 1564752 B.C. Ltd., a wholly-owned subsidiary of POCML7, incorporated under the laws of British Columbia with its registered and records office in Vancouver, British Columbia.
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“SubCo Shareholder Approval” means the approval by POCML7, as the sole Shareholder of SubCo, of the Amalgamation, and this Agreement, which will be obtained by way of a written consent resolution of POCML7.
“Subscription Receipts” means subscription receipts of Verdera or POCML7, as applicable, issued pursuant to the Transaction Financing, each of which will be automatically converted, respectively, into one (1) Verdera Share immediately prior to the Closing, or one (1) Resulting Issuer Share on Closing.
“Taxes” means all taxes (including income tax, sales tax, value add tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto.
“Termination Date” means February 27, 2026, or such other date as POCML7 and Verdera may agree upon in writing.
“Transaction” means the transaction between Verdera, POCML7 and SubCo which includes the Verdera Acquisition (including the Amalgamation), the Transaction Financing, the Name Change, the creation of the Resulting Issuer Preferred Shares, the POCML7 Board Reconstitution, the POCML7 Management Reconstitution, the Consolidation, and any other transactions contemplated by this Agreement.
“Transaction Financing” mean the offer of sale by Verdera and/or POCML7, as applicable, on a private placement basis, of Subscription Receipts made pursuant to the terms and conditions of the letter agreement between Verdera, POCML7, Haywood Securities Inc. and SCP Resource Finance LP dated November 2, 2025.
“TSX-V” means the TSX Venture Exchange.
“TSX-V Approval” means all necessary approvals of the TSX-V, including for the Transaction and the Filing Statement, subject only to the filing of documents within the times established by the TSX-V.
“TSX-V Escrow Agreement” means an escrow agreement in the form prescribed under TSX-V Policies to be executed by any Person who will be a Principal (as such term is defined under TSX-V Policies) of the Resulting Issuer as a result of the Closing of the Transaction.
“TSX-V Policies” means the rules and policies of the TSX-V.
“Verdera” means Verdera Energy Corp., a company incorporated under the laws of British Columbia with its registered office in Vancouver, British Columbia.
“Verdera Acquisition” means the acquisition of Verdera by POCML7 pursuant to which POCML7 will acquire all of the issued and outstanding Verdera Shares in accordance with this Agreement.
“Verdera Disclosure Letter” means the letter of disclosure dated as of the date hereof that has been provided by Verdera to POCML7 contemporaneously with the execution of this Agreement.
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“Verdera Preferred Shareholders” means the holders of Verdera Preferred Shares.
“Verdera Preferred Shares” means the preferred shares in the capital of Verdera.
“Verdera Restricted Shares” means all the Verdera Shares originally issued at a price of less than $0.50 per share and all of the Verdera Preferred Shares.
“Verdera Shareholder Approval” means the approval of the Verdera Shareholders and the Verdera Preferred Shareholders of the Amalgamation, and this Agreement, which will be obtained by way of a written consent resolution of the Verdera Shareholders and Verdera Preferred Shareholders (including by way of Power of Attorney).
“Verdera Shareholders” means the holders of Verdera Shares.
“Verdera Shares” means the common shares in the capital of Verdera.
| 1.2 | Interpretation Not Affected by Headings, etc. |
The division of this Agreement into articles, and sections is for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “herein”, and “hereunder” and similar expressions refer to this Agreement and not to any particular article, section, or other portion hereof and include any Agreement or instrument supplementary or ancillary hereto.
| 1.3 | Number, etc. |
Words importing the singular number will include the plural and vice versa, words importing the use of any gender will include all genders.
| 1.4 | Date for Any Action |
In the event that any date on which any action is required to be taken hereunder by any of the parties is not a Business Day such action will be required to be taken on the next succeeding day which is a Business Day.
| 1.5 | Rounding |
In performing the various mathematical calculations required to be performed hereunder, all numbers will be rounded to the nearest four (4) decimal places.
| 1.6 | Currency |
All sums of money which are referred to in this Agreement are expressed in lawful money of Canada, unless otherwise indicated.
| 1.7 | Knowledge |
Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of POCML7 or Verdera, as applicable, it will be deemed to refer to the actual knowledge after having made due inquiry of the officers of the particular company.
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| 1.8 | Meanings |
Words and phrases defined in the BCBCA will have the same meaning herein as in the BCBCA, unless otherwise defined herein or the context otherwise requires. Unless otherwise specifically indicated or the context otherwise requires “include”, “includes” and “including” will be deemed to be followed by the words "without limitation".
| 1.9 | References to Legislation |
References in this Agreement to any statute or sections thereof will include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.
| 1.10 | Accounting Matters |
Unless otherwise stated, wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with IFRS, such reference will be deemed to be to the IFRS, as applicable, from time to time approved by the Canadian Accounting Standards Board or any successor institute, and applicable as at the date on which such calculation or action is made or taken or required to be made or taken.
Article 2
AMALGAMATION & other terms
| 2.1 | Amalgamation |
Subject to the terms and conditions of this Agreement and the receipt of necessary shareholder and regulatory approvals:
| (a) | on or before the Effective Date, POCML7, Verdera and SubCo will take all steps required to complete the Transaction and, without limitation, to apply for and obtain all consents, orders or approvals as are necessary or desirable for the implementation of the Amalgamation and the filing of the Amalgamation Application with the BC Registrar pursuant to the BCBCA. The parties will use their reasonable commercial efforts to cause the Effective Date to occur on or about January 30, 2026 or as soon thereafter as reasonably practicable and, in any event not later than the Termination Date. |
| (b) | from and after the Effective Time in order to effect the Amalgamation, the separate corporate existence of Verdera and SubCo will cease, and the resulting company of the Amalgamation, AmalCo, will continue as a wholly-owned subsidiary of POCML7. |
| (c) | at the Effective Time, POCML7 will issue to the Verdera Shareholders and the Verdera Preferred Sharesholders, such number of Resulting Issuer Shares and Resulting Issuer Preferred Shares as set out in Section 2.5. |
| 2.2 | Closing |
Unless this Agreement is earlier terminated pursuant to Section 7.2 of this Agreement, the closing of the Amalgamation (the “Closing”) will take place no later than the Termination Date, and following the satisfaction or waiver (in writing) of the conditions set forth in Article 5 of this Agreement (other than such conditions which by their nature are to be satisfied at Closing) or at such other time mutually agreed to by Verdera and POCML7. The date on which Closing takes place is referred to in this Agreement as the “Closing Date”.
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| 2.3 | AmalCo |
The parties acknowledge and agree that:
| (a) | Name. The name of AmalCo will be Verdera Energy Holdings Canada Inc. or such other name as the parties may agree in writing. |
| (b) | Registered Office. The registered office of AmalCo will be situated at 1200-750 West Pender St., Vancouver, BC, Canada V6C 2T8. |
| (c) | Authorized Capital. AmalCo will be authorized to issue an unlimited number of AmalCo Shares. |
| (d) | Restrictions on Share Transfer. The transfer of AmalCo Shares will subject to the restrictions set out in its articles. |
| (e) | Number of Directors. The number of directors of AmalCo will be consistent with the articles of AmalCo from time to time. |
| (f) | First Directors. The number of first directors of AmalCo will be two (2) and the directors of AmalCo will be Janet Lee Sheriff and Greg Hayes. |
| (g) | Officers. The officers of AmalCo, until changed or added to by the board of directors of AmalCo, will be Janet Lee Sheriff as Chief Executive Officer and Scott Davis as Chief Financial Officer. |
| (h) | Fiscal Year. The fiscal year end of AmalCo will be March 31. |
| (i) | Restrictions on Business. There will be no restrictions on the business that AmalCo may carry on. |
| (j) | Articles. The articles of AmalCo will be the articles set out in Schedule “B” to this Agreement. |
| 2.4 | Effect of Certificate of Amalgamation |
Upon the issuance of the Certificate of Amalgamation, subject to the BCBCA:
| (a) | the amalgamation of Verdera and SubCo and their continuation as one corporation will be effective; |
| (b) | AmalCo will possess all the property, rights, privileges, and franchises and will be subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of Verdera and SubCo; |
| (c) | a conviction against, or ruling, order or judgment in favour of or against, either Verdera or SubCo will be enforceable by or against AmalCo; |
| (d) | AmalCo will be a wholly-owned subsidiary of POCML7; and |
| (e) | the aggregate stated capital of the AmalCo Shares will become an amount equal to the paid-up capital for purposes of the Income Tax Act (Canada) of the SubCo Shares, Verdera Shares and Verdera Preferred Shares immediately prior to the Effective Time. |
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| 2.5 | Verdera Shares and SubCo Shares |
Upon the terms and subject to the conditions set forth herein, at the time of the Effective time, by virtue of the Amalgamation and without any further action on the part of POCML7, Subco, Verdera or any other Person:
| (a) | each Verdera Share outstanding and held by a Verdera Shareholder immediately prior to the Effective Time (except for Verdera Shares held by holders that have validly exercised their dissent rights in connection with the Verdera Shareholder Approval, if any) will be cancelled and extinguished and converted automatically based on the applicable Exchange Ratio. |
| (b) | each Verdera Preferred Share outstanding and held by a Verdera Preferred Shareholder immediately prior to the Effective Time (except for Verdera Preferred Shares held by holders that have validly exercised their dissent rights in connection with the Verdera Shareholder Approval, if any) will be cancelled and extinguished and converted automatically based on the applicable Exchange Ratio. |
| (c) | each outstanding share of SubCo will be exchanged for one (1) fully paid and non-assessable AmalCo Share. |
| (d) | any options, warrants or other securities convertible into Verdera Shares as at the Closing shall be exchanged, based on the Exchange Ratio, for similar securities to purchase Resulting Issuer Shares on substantially similar terms and conditions. |
Verdera Shares and Verdera Preferred Shares held by holders who have validly exercised their dissent rights in connection with the applicable shareholder resolution to approve the Amalgamation in accordance with the BCBCA will not be exchanged pursuant to this Section 2.5. However, if any such dissenting holder fails to perfect or effectively withdraws its claim pursuant to the BCBCA or forfeits its right to make a claim under the BCBCA or if its rights as a Verdera Shareholder or Verdera Preferred Shareholder, as applicable, are otherwise reinstated, the Verdera Shares or Verdera Preferred Shares, as applicable, held by such holders will thereupon be deemed to have been exchanged as of the time of the Amalgamation in accordance with this Section 2.5. At the Effective Time, POCML7 will issue the Resulting Issuer Shares or Resulting Issuer Preferred Shares, as applicable, to the Verdera Shareholders who hold Verdera Shares immediately prior to the Effective Time and to the Verdera Preferred Shareholders who hold Verdera Preferred Shares immediately prior to the Effective Time.
At the Effective Time, POCML7 will provide the Registrar and Transfer Agent an irrevocable direction to issue the number of Resulting Issuer Shares and Resulting Issuer Preferred Shares issuable to Verdera Shareholders or Verdera Preferred Shareholders, as applicable, pursuant to the Amalgamation in accordance with this Agreement.
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| 2.6 | Certificates and DRS statements |
| (a) | At the Effective Time, the Verdera Shareholders will cease to be holders of Verdera Shares, and will be deemed to be registered holders of the Resulting Issuer Shares to which they are entitled in accordance with this Agreement, POCML7 will deliver such certificates or DRS advice statements or other evidence of ownership representing the number of Resulting Shares to which the Verdera Shareholders are entitled. Notwithstanding the foregoing, Verdera may (in Verdera’s sole discretion) choose whether Verdera Shareholders will receive share certificates and/or DRS advice statements representing the number of Resulting Shares to which such Verdera Shareholders are so entitled. |
| (b) | At the Effective Time, the Verdera Preferred Shareholders will cease to be holders of Verdera Preferred Shares, and will be deemed to be registered holders of the Resulting Issuer Preferred Shares to which they are entitled in accordance with this Agreement, POCML7 will deliver such certificates or DRS advice statements or other evidence of ownership representing the number of Resulting Preferred Shares to which the Verdera Preferred Shareholders are entitled. The Resulting Issuer Preferred Shares will be issued in uncertificated form. |
| 2.7 | Fractional Securities |
If a Verdera Shareholder would otherwise be entitled to a fractional Resulting Issuer Share upon the Amalgamation, the number of Resulting Issuer Shares issued to such Verdera Shareholder will be rounded up to the next greater whole number of such Resulting Issuer Shares if the fraction is 0.5 or greater and will be rounded down the next whole number of Resulting Issuer Shares if the fraction is less than 0.5. In calculating such fractional interests, all Resulting Issuer Shares, registered in the name of or beneficially held by a holder of Resulting Issuer Shares or their nominee will be aggregated.
| 2.8 | Transaction Financing |
The Parties agree to act reasonably to complete the Transaction Financing prior to the Closing.
| 2.9 | TSX-V Approval and Filing Statement |
| (a) | TSX-V Approval |
Verdera with the assistance of POCML7 agrees to use all reasonable commercial efforts to request and obtain TSX-V Approval by the Effective Time. Verdera acknowledges that POCML7 is a company with its common shares listed for trading on the TSX-V and is subject to the TSX-V Policies, and that the TSX-V Policies may require POCML7 to retain a sponsor to provide a report to the TSX-V in respect of the Transaction. Verdera and POCML7 agree to use reasonable commercial efforts to apply and obtain a waiver from the TSX-V from the requirement to engage a sponsor, including making an application to rely on the exemption in subsection 3.4(a)(ii)(B)(II) of TSX-V Policy 2.2 Sponsorship and Sponsorship Requirements. If a Sponsor is required by the TSX-V, POCML7 and Verdera will agree on a sponsor and Verdera will pay the sponsorship fee in cash and/or Verdera Shares pursuant to a sponsorship agreement with such sponsor.
| (b) | Filing Statement |
| (i) | As soon as reasonably practicable, following the date of this Agreement, POCML7 and Verdera agree to prepare and complete (or coordinate the preparation and completion of) the Filing Statement together with any other documents required by Applicable Laws in connection with the Filing Statement and the Transaction. |
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| (ii) | POCML7 will ensure that the Filing Statement complies in all material respects with all Applicable Laws, and, without limiting the generality of the foregoing, that the Filing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by or on behalf of Verdera). |
| (iii) | Verdera will ensure that the Filing Statement complies in all material respects with all Applicable Laws, and, without limiting the generality of the foregoing, that the Filing Statement will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than in each case with respect to any information furnished by or on behalf of POCML7). |
| (iv) | The Parties will each timely furnish all such necessary records, financial statements, studies and other information concerning each Party, respectively, as may be reasonably required in the preparation of the Filing Statement and other documents related thereto. |
| (v) | Verdera and its legal counsel will be given a reasonable opportunity to review and comment on the Filing Statement and other documents related thereto before they become final, and the Filing Statement will be in form and content satisfactory to Verdera, acting reasonably. |
| (vi) | POCML7 and its legal counsel will be given a reasonable opportunity to review and comment on the Filing Statement and other documents related thereto before they become final, and the Filing Statement will be in form and content satisfactory to POCML7, acting reasonably. |
| (vii) | POCML7 will file (or cause to be filed) with the TSX-V the Filing Statement and all other documentation required in connection with the Filing Statement by the TSX-V. Notwithstanding the foregoing, POCML7 will not deliver and file the Filing Statement with the TSX-V in accordance with this section until Verdera has provided its written confirmation to POCML7 that the form of Filing Statement is acceptable to Verdera, acting reasonably. |
| (viii) | The Parties will promptly notify each other if, at any time before the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, it becomes aware that the Filing Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Filing Statement, and each Party will co-operate in the preparation of any amendment or supplement to the Filing Statement, as required or appropriate, and POCML7 will promptly file any amendment or supplement to the Filing Statement on SEDAR+, (or if required) mail or otherwise disseminate any amendment or supplement to the Filing Statement to its shareholders. |
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| 2.10 | POCML7 Board of Directors and Management Reconstitution |
| (a) | POCML7 and Verdera agree that on Closing the board of directors of POCML7 will resign and the board of directors of the Resulting Issuer will consist of the current board members of Verdera (or such other nominees as may be selected by Verdera), provided that the TSX-V does not object to such nominations, the POCML7 Shareholder Approval has been obtained and such persons are eligible to act as directors pursuant to Applicable Laws (the “POCML7 Board Reconstitution”). |
| (b) | POCML7 and Verdera agree that on Closing the current executive officers of POCML7 will resign and the executive officers of the Resulting Issuer will consist solely of: the current management of Verdera (or such other nominees as may be selected by Verdera), provided that the TSX-V does not object to such nominations and such persons are eligible to act as management pursuant to Applicable Laws (the “POCML7 Management Reconstitution”). |
Article 3
COVENANTS
| 3.1 | Covenants of POCML7 and SubCo |
POCML7 covenants and agrees with Verdera that POCML7 and SubCo will, from the date hereof to and including the Effective Date:
| (a) | co-operate fully with Verdera and use all reasonable commercial efforts to assist Verdera in its efforts to complete the Transaction; |
| (b) | use all commercial reasonable effort to assist Verdera to obtain TSX-V Approval; |
| (c) | operate its business in a prudent and business-like manner in the ordinary course and in a manner consistent with past practice and keep Verdera apprised of all material developments thereto; |
| (d) | use all commercially reasonable effort to cause the conversion of 1,100,000 stock option of POCML7 no later than 10 business days prior to the Closing Date. |
| (e) | use its commercially reasonable efforts to obtain all necessary consents, assignments or waivers from third parties and amendments or terminations to any Contract or instrument and take such other measures as may be necessary to fulfil its obligations under and to carry out the transactions contemplated by this Agreement; |
| (f) | shall forthwith call a meeting of the shareholders of POCML7 and use its commercially reasonable effort to obtain POCML7 Shareholder Approval by January 8, 2026; |
| (g) | shall forthwith engage its auditor to conduct a review of the interim financial statements of POCML7 to be included in the Filing Statement or the Registration Statement (described below), to the extent such review has not been previously obtained such that notice of no auditor review shall no longer be applicable to such financial statements, and in connection therewith to forthwith prepare and file any amendment to such financial statements if required in connection with such auditor review. |
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| (h) | use its commercially reasonable effort to assist Verdera in the preparation of, and to file with the U.S. Securities Exchange Commission, a U.S. registration statement to register the distribution of the Resulting Issuer Shares issuable on conversion of the Resulting Issuer Preferred Shares, provided that Verdera will engage U.S. counsel for the purpose of preparing such Registration Statement at its cost, and POCML7 agrees to assist Verdera, at Verdera’s cost and expense which may include the assistance of U.S. counsel of POCML7, with coordinating any information, approvals, signatures, expert consents, filing coordination or documentation required in connection with the filing and clearance thereof with the SEC, as may be requested by Verdera and its U.S. counsel acting reasonably. |
| (i) | make necessary filings and applications under applicable Securities Laws, federal, state and provincial laws and regulations required on the part of POCML7 and SubCo in connection with the transactions contemplated herein, and take all reasonable action necessary to be in compliance with such laws and regulations; |
| (j) | use all commercially reasonable efforts to conduct its affairs so that all of POCML7 and SubCo’s representations and warranties contained herein will be true and correct on and as of the Effective Date as if made on the Effective Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; |
| (k) | immediately notify Verdera of any legal or governmental actions, suits, judgments, investigations, injunction, complaint, motion, regulatory investigation, regulatory proceeding or similar proceeding by any Person or Governmental Authority, whether actual or threatened, with respect to the Amalgamation or which could result in a Material Adverse Effect; |
| (l) | notify Verdera immediately upon becoming aware that any of the representations and warranties of POCML7 or SubCo contained herein are no longer true and correct in any material respect; |
| (m) | use all commercially reasonable efforts to cause each of the conditions precedent set forth in Section 5.1 hereof to be complied with; |
| (n) | POCML7 and SubCo will indemnify and save harmless Verdera and its representatives, as applicable, from and against any and all liabilities, claims, demands, losses (except loss of profits), costs, damages and expenses to which Verdera and its representatives may be subject or which Verdera or its representatives may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: |
| (i) | any misrepresentation or alleged misrepresentation in any material filed by or on behalf of POCML7 or SubCo in compliance or intended compliance with any Applicable Laws; |
| (ii) | any order made or any inquiry, investigation or proceeding by any Governmental Authority based upon any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation in any material filed by or on behalf of POCML7 in compliance or intended compliance with applicable Securities Laws, which prevents or restricts the trading in the POCML7 Shares; and |
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| (iii) | POCML7 or SubCo not complying with any requirement of Applicable Laws in connection with the transactions contemplated in this Agreement; |
except that, for greater certainty, POCML7 or SubCo will not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any misrepresentation or alleged misrepresentation of a material fact based solely on the negligence, fraud, willful misconduct, dishonesty or deceit of Verdera;
| (o) | subject to the satisfaction of the conditions in Section 5.2 hereof, thereafter cause SubCo to file together with Verdera with the BC Registrar the Amalgamation Application and such other documents as may be required to give effect to the Amalgamation on or before the Termination Date; |
| (p) | timely furnish to Verdera all such necessary information, records, financial statements, other information concerning each of POCML7 and SubCo, respectively, as may be reasonably required documents related to the Verdera Shareholder Approval; |
| (q) | procure the written releases and resignations of the directors and officers of POCML7 to be effective on Closing; |
| (r) | provide Verdera with an opportunity to review and approve the contents of any proposed news release, announcement, or other TSX-V or Securities Laws filings in connection with the transactions contemplated herein; and |
| (s) | POCML7 shall not issue, grant, sell or cause or, permit a lien to be created on, or agree to issue, grant, sell or cause or permit a lien to be created on any POCML7 Shares or shares of SubCo or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, shares of POCML7 or SubCo, other than the issuance of POCML7 Shares issuable pursuant to the terms of the outstanding stock option of POCML7. |
| 3.2 | Covenants of Verdera |
Verdera covenants and agrees with POCML7 that Verdera will, from the date hereof to and including the Effective Date:
| (a) | co-operate fully with POCML7 and to use all reasonable commercial efforts to assist POCML7 in its efforts to complete the Transaction including the Amalgamation and the TSXV Approval; |
| (b) | operate its business in a prudent and business-like manner in the ordinary course and in a manner consistent with past practice and keep POCML7 apprised of all material developments thereto; |
| (c) | use all commercially reasonable efforts to obtain all necessary consents, assignments, or waivers from third parties and amendments or terminations to any Contract or instrument, and take such other measures as may be necessary to fulfil its obligations under and to carry out the transactions contemplated by this Agreement; |
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| (d) | use all commercially reasonable efforts to obtain the Verdera Shareholder Approval by January 8, 2026; |
| (e) | use all commercially reasonable efforts to obtain the necessary written consents (including by way of Power of Attorney) of the Verdera Shareholders holding Verdera Restricted Shares to the application of the Resale Restrictions on the Resulting Issuer Shares issued in exchange for such Verdera Restricted Shares; |
| (f) | use all commercially reasonable effort to enter into a TSX-V Escrow Agreement with each Person who on Closing will be a Principal (as defined in the TSX-V Policies) of the Resulting Issuer; |
| (g) | use all commercially reasonable efforts to cause the conversion of 15,000,000 Verdera Preferred Shares in accordance with the terms and conditions of the Verdera Preferred Shares. |
| (h) | promptly advise POCML7 of any written notice of dissent or purported exercise by any Verdera Shareholder of dissent rights under the BCBCA in relation to the Amalgamation and any withdrawal of dissent rights received by Verdera and, subject to applicable law, any written communications sent by or on behalf of Verdera to any Verdera Shareholder exercising or purporting to exercise dissent rights in relation to the Amalgamation; |
| (i) | make necessary filings and applications under applicable federal, state and provincial laws and regulations required on the part of Verdera in connection with the transactions contemplated herein, and take all reasonable action necessary to be in compliance with such laws and regulations; |
| (j) | use all commercially reasonable efforts to conduct its affairs so that Verdera’s representations and warranties contained herein will be true and correct on and as of the Effective Date as if made on the Effective Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; |
| (k) | immediately notify POCML7 of any legal or governmental actions, suits, judgments, investigations, injunction, complaint, motion, regulatory investigation, regulatory proceeding or similar proceeding by any Person or Governmental Authority, whether actual or threatened, with respect to the Amalgamation or which could result in a Material Adverse Effect; |
| (l) | notify POCML7 immediately upon becoming aware that any of the representations and warranties of Verdera contained herein are no longer true and correct in any material respect; |
| (m) | use all commercially reasonable efforts to cause each of the conditions precedent set forth in Section 5.2 hereof to be complied with; |
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| (n) | Verdera will indemnify and save harmless POCML7 and its representatives, as applicable, from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which POCML7 and its representatives may be subject or which POCML7 or its representatives may suffer, whether under the provisions of any statute or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of: |
| (i) | any misrepresentation or alleged misrepresentation in any material filed by or on behalf of Verdera in compliance or intended compliance with any Applicable Laws; |
| (ii) | any order made or any inquiry, investigation or proceeding by any Governmental Authority based upon any untrue statement or omission or alleged untrue statement or omission of a material fact or any misrepresentation or any alleged misrepresentation in the Verdera information provided by Verdera for inclusion in any material filed by or on behalf of POCML7 in compliance or intended compliance with applicable Securities Laws, which prevents or restricts the trading in the POCML7 Shares; and |
| (iii) | Verdera not complying with any requirement of Applicable Laws in connection with the transactions contemplated in this Agreement; |
except that, for greater certainty, Verdera will not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any misrepresentation or alleged misrepresentation of a material fact based solely on the negligence, fraud, willful misconduct, dishonesty or deceit of POCML7 or SubCo; and
| (o) | subject to the satisfaction or waiver of the conditions in Section 5.1 hereof, Verdera shall file together with SubCo with the BC Registrar the Amalgamation Application and such other documents as may be required to give effect to the Amalgamation on or before the Termination Date. |
Article 4
REPRESENTATIONS AND WARRANTIES
| 4.1 | Representations and Warranties of POCML7 and SubCo |
POCML7 represents and warrants to and in favour of Verdera as follows, and acknowledge that Verdera is relying upon such representations and warranties in connection with the completion of the transactions contemplated herein:
| (a) | Each of POCML7 and SubCo is a corporation incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite corporate power and corporate authority and is duly qualified and holds all material permits, licences, registrations, qualifications, consents and Authorizations necessary or required to carry on its business as now conducted in each of the jurisdictions it carries on business and to own, lease or operate its Assets and Properties and neither POCML7 nor SubCo nor, to the knowledge of POCML7, any other Person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing POCML7’s dissolution or winding up of POCML7 or SubCo, and each of POCML7 and SubCo has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations hereunder. |
| (b) | The authorized share structure of POCML7 consists of an unlimited number of POCML7 Shares, of which 11,084,625 POCML7 Shares are issued and outstanding as at the date hereof as fully paid and non-assessable shares in the capital of POCML7. Other than 1,100,000 stock options of POCML7 outstanding, there are no warrants, conversion privileges or other rights, agreements, arrangements, or commitments (pre-emptive, contingent or otherwise) obligating POCML7 to issue or sell any POCML7 Shares or any securities or obligations of any kind convertible into or exchangeable or exercisable for any POCML7 Shares, or proposals for any of the foregoing. |
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| (c) | The authorized share structure of Subco consists of an unlimited number of common shares of which one (1) common share is issued and outstanding and there are currently, and as at the Closing there will be, no other securities of Subco issued and outstanding. |
| (d) | Other than SubCo, POCML7 has no direct or indirect subsidiaries. All of the issued and outstanding securities of SubCo (being one common share of SubCo) are held by POCML7. SubCo is not a party to any Contract and has nominal assets and no liabilities. |
| (e) | POCML7 became a “reporting issuer” (as that term is defined under applicable Securities Laws in each of the provinces of Ontario, Alberta, and British Columbia) on November 7, 2022, is a reporting issuer as at the date hereof, and is not in default of the requirements of the applicable Securities Laws in such jurisdictions or the requirements of the TSX-V. |
| (f) | POCML7 continues to meet the continued listing requirements of the TSX-V Policies. |
| (g) | POCML7 has filed all material documents and information required to be filed by it, whether pursuant to applicable Securities Laws or otherwise, with the applicable securities commissions (the “Disclosure Documents”) and POCML7 does not have any confidential filings with any securities authorities. As of the time the Disclosure Documents were filed with the applicable securities regulators and on SEDAR+ (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): |
| (i) | each of the Disclosure Documents complied in all material respects with the requirements of the applicable Securities Laws in the jurisdictions they were filed; and |
| (ii) | none of the Disclosure Documents contained any untrue statement of a material fact regarding POCML7 or omitted to state a material fact regarding POCML7 required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. |
| (h) | No consent, approval, order, or Authorization of, or registration, declaration or filing with, any third party or Governmental Authority is required by or with respect to POCML7 or SubCo in connection with the execution and delivery of this Agreement by POCML7 or SubCo, the performance of their obligations hereunder or the consummation by POCML7 or SubCo of the transactions contemplated hereby other than: |
| (i) | the SubCo Shareholder Approval; |
| (ii) | the filing of the Amalgamation Application; |
| (iii) | such registrations and other actions required under applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the formation of AmalCo, excluding any approval by the TSX-V; and |
| (iv) | any filings with the BC Registrar under the BCBCA. |
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| (i) | The execution and delivery of this Agreement, the performance by each of POCML7 and SubCo of its obligations hereunder, and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): |
| (i) | any law, statute, rule or regulation applicable to POCML7 or SubCo including applicable Securities Laws; |
| (ii) | the by-laws, articles or resolutions of POCML7 or SubCo, which are in effect as at the date hereof; |
| (iii) | any Contract to which POCML7 or SubCo is a party or by which it is bound; or |
| (iv) | any judgment, decree or order binding POCML7 or SubCo or either of its Assets and Properties. |
| (j) | This Agreement has been duly authorized and executed by POCML7 and SubCo and constitutes a valid and binding obligation of POCML7 and SubCo and is enforceable against each of POCML7 and SubCo in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principals when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law. |
| (k) | The POCML7 Financial Statements have been prepared in accordance with IFRS and present fairly, the financial position (including the assets and liabilities, whether absolute, contingent or otherwise as required by IFRS) of POCML7 as at such date and the results of its operations and its cash flows for the period then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of POCML7 in accordance with IFRS and there has been no change in accounting policies or practices of POCML7 since September 30, 2025. |
| (l) | Subsequent to the filing of the POCML7 Financial Statements: (i) there has been no Material Adverse Change in respect of POCML7 (or any condition, event or development involving a prospective change that would result in a Material Adverse Change to, or have a Material Adverse Effect on, POCML7); (ii) each of POCML7 and SubCo has conducted its businesses only in the ordinary and normal course; and (iii) no liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) material to POCML7 (taken as a whole) has been incurred other than in the ordinary and normal course of business. |
| (m) | POCML7 is a taxable Canadian corporation and all Taxes due and payable or required to be collected or withheld and remitted by POCML7 have been paid, collected or withheld and remitted as applicable. All tax returns, declarations, remittances and filings required to be filed by POCML7 have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of POCML7, other than matters relating to GST, no examination of any tax return of POCML7 is currently in progress by any Governmental Authority and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by POCML7. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to POCML7. |
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| (n) | POCML7 has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the Assets and Properties of POCML7 that are material, and there are no audits pending of the tax returns of POCML7 (whether federal, state, provincial, local or foreign) and there are no claims which have been asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any Governmental Authority of any material deficiency. |
| (o) | There are no actions, suits, proceedings, or inquiries, including, to the knowledge of POCML7, pending or threatened against or affecting POCML7 or SubCo, at law or in equity, or before or by any Governmental Authority which in any way would have a Material Adverse Effect on POCML7, or could reasonably be expected to have a Material Adverse Effect on POCML7. |
| (p) | No order, ruling or determination having the effect of suspending the sale or ceasing the trading in any securities of POCML7 has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or, to the knowledge of POCML7, are pending, contemplated, or threatened by any Governmental Authority. |
| (q) | The minute books and records of POCML7 for the period from the date of incorporation to the date hereof are all of the minute books of POCML7 and contain copies of all material proceedings (or certified copies thereof) of the shareholders, the directors and all committees of directors of POCML7 to the date hereof and there have been no other meetings, resolutions or proceedings of the shareholders, directors or any committees of the directors of POCML7 to the date hereof not reflected in such minute books. |
| (r) | There is no Person acting at the request or on behalf of POCML7 that is entitled to any brokerage or finder’s fee or other compensation in connection with the transactions contemplated hereby. |
| (s) | Since the date of its incorporation, (i) POCML7 has not carried on any business other than as necessary in connection with the listing of the POCML7 Shares on the TSX-V pursuant to the CPC Policy; and (ii) it has not incurred any liabilities except in the ordinary course of business. |
| 4.2 | Representations and Warranties of Verdera |
Verdera represents and warrants to and in favour of POCML7 and SubCo as follows, and acknowledges that POCML7 and SubCo are relying upon such representations and warranties in connection with the completion of the transactions contemplated herein:
| (a) | Verdera is a corporation validly existing under the laws of the Province of British Columbia and has all requisite corporate power and corporate authority and is duly qualified and holds all permits, licences, registrations, qualifications, consents and Authorizations necessary or required to carry on its business as now conducted in each of the jurisdictions it carries on business and to own, lease or operate its Assets and Properties and neither Verdera nor, to the knowledge of Verdera, any other Person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing Verdera’s dissolution or winding up, and Verdera has all requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations. |
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| (b) | The authorized share structure of Verdera consists of an unlimited number of Verdera Shares, of which 31,178,001 Verdera Shares are issued and outstanding as at the date hereof as fully paid and non-assessable shares in the capital of Verdera. Verdera also has 50,000,000 Verdera Preferred Shares and 4,680,000 options issued and outstanding. Except as set out in the Verdera Disclosure Letter, there are no warrants, conversion privileges or other rights, agreements, arrangements, or commitments (pre-emptive, contingent or otherwise) obligating Verdera to issue or sell any Verdera Shares or any securities or obligations of any kind convertible into or exchangeable or exercisable for any Verdera Shares, or proposals for any of the foregoing. |
| (c) | Other than as described in the Verdera Disclosure Letter, Verdera is the sole legal and beneficial owner of all right, title and interest in and to the NM Properties, free and clear of any encumbrance. |
| (d) | All of the mineral claims making up the NM Properties have been validly acquired and are properly located, registered and recorded in compliance with Applicable Laws with the relevant regulatory authorities in New Mexico, USA, and are valid and subsisting mineral claims as of the date hereof. |
| (e) | No consent, approval, order, or Authorization of, or registration, declaration or filing with, any third party or Governmental Authority is required by or with respect to Verdera in connection with the execution and delivery of this Agreement by Verdera, the performance of its obligations hereunder or the consummation by Verdera of the transactions contemplated hereby other than: |
| (i) | the Verdera Shareholder Approval; |
| (ii) | the filing of the Amalgamation Application; |
| (iii) | such registrations and other actions required under applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the formation of AmalCo; |
| (iv) | any filings with the BC Registrar under the BCBCA; and |
| (v) | such registrations and other actions, if any, required under Applicable Laws to transfer all right and title to the NM Properties into the name of AmalCo. |
| (f) | The execution and delivery of this Agreement, the performance by Verdera of its obligations hereunder, and the consummation of the transactions contemplated in this Agreement, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (whether after notice or lapse of time or both): |
| (i) | any statute, rule, or regulation applicable to Verdera; |
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| (ii) | the articles or resolutions of Verdera which are in effect as at the date hereof; |
| (iii) | any Contract to which Verdera is a party or by which it is bound; or |
| (iv) | any judgment, decree, or order binding Verdera of its Assets and Properties. |
| (g) | This Agreement has been duly authorized and executed by Verdera and constitutes a valid and binding obligation of Verdera and is enforceable against Verdera in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principals when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law. |
| (h) | There are no actions, suits, proceedings, or inquiries, including, to the knowledge of Verdera, pending or threatened against or affecting Verdera, at law or in equity, or before or by any Governmental Authority which in any way would have a Material Adverse Effect on Verdera, or could reasonably be expected to have a Material Adverse Effect on Verdera. |
| (i) | The minute books and records of Verdera for the period from the date of incorporation to the date hereof are all of the minute books of Verdera and contain copies of all material proceedings (or certified copies thereof) of the shareholders and the director of Verdera to the date hereof to the extent that minutes exist and there have been no other meetings, resolutions or proceedings of the shareholders, or director of Verdera to the date hereof not reflected in such minute books. |
| (j) | Verdera is a taxable Canadian corporation and all Taxes due and payable or required to be collected or withheld and remitted by Verdera have been paid, collected or withheld and remitted as applicable. All tax returns, declarations, remittances and filings required to be filed by Verdera have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading. To the knowledge of Verdera, other than matters relating to GST, no examination of any tax return of Verdera is currently in progress by any Governmental Authority and there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by Verdera. There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Verdera. |
| (k) | Verdera has established on its books and records reserves that are adequate for the payment of all material Taxes not yet due and payable and there are no liens for Taxes on the Assets and Properties of Verdera that are material, and there are no audits pending of the tax returns of Verdera (whether federal, state, provincial, local or foreign) and there are no claims which have been asserted relating to any such tax returns, which audits and claims, if determined adversely, would result in the assertion by any Governmental Authority of any material deficiency. |
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| (l) | All operations of Verdera have been conducted in compliance with all Environmental Laws. Verdera is in possession of, and in compliance with, all environmental permits that are required to own, lease and operate the properties and mineral rights held by it at its current stage of development and to conduct their respective business as they are now being conducted. No environmental, reclamation or closure obligation, demand, notice, work order or other liabilities presently exist with respect to any portion of any currently or formerly owned, leased, used or otherwise controlled property, interests and rights or relating to the operations and business of Verdera, including but not limited to any such obligations that have arisen due to work conducted pursuant to any material contract, and, to the knowledge of Verdera, there is no basis for any such obligations, demands, notices, work orders or liabilities to arise in the future as a result of any activity in respect of such property, interests, rights, operations and business. Verdera is not subject to any proceeding, application, order or directive which relates to environmental, health or safety matters, and which may require any material work, repairs, construction or expenditures. To the knowledge of Verdera, there are no changes in the status, terms or conditions of any environmental permits held by Verdera or any renewal, modification, revocation, reassurance, alteration, transfer or amendment of any such environmental approvals, consents, waivers, permits, orders and exemptions, or any review by, or approval of, any Governmental Authority of such environmental approvals, consents, waivers, permits, orders and exemptions that are required in connection with the execution or delivery of this Agreement, the consummation of the Transaction or the continuation of the business of Verdera following the Effective Date. To the knowledge of Verdera, it is not subject to any past or present fact, condition or circumstance that could reasonably be expected to result in liability under any Environmental Laws, including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws). |
Article 5
CONDITIONS PRECEDENT AND OTHER MATTERS
| 5.1 | Conditions to Obligations of Verdera |
The obligation of Verdera to consummate the transactions contemplated herein is subject to the satisfaction, on or before the Effective Date, of the following conditions:
| (a) | except as affected by the transactions contemplated herein, the representations and warranties of POCML7 and SubCo contained in Section 4.1 hereof will be true in all material respects on the Effective Date with the same effect as though such representations and warranties had been made at and as of such time (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties will be true and correct as of such earlier date), other than in respect of representations and warranties qualified by materiality or other concepts of materiality which representations and warranties will be true and correct, and Verdera will have received a certificate to such effect, dated the Effective Date, of an officer or director of POCML7 acceptable to Verdera, to the best of his or her knowledge, having made reasonable inquiry; |
| (b) | POCML7 and SubCo will have performed, fulfilled or complied with, in all material respects, all of their obligations, covenants and agreements contained in this Agreement to be fulfilled or complied with by them at or prior to the Effective Date and Verdera will have received a certificate of an officer or director of POCML7 to such effect; |
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| (c) | POCML7 will have furnished Verdera with: |
| (i) | a copy of the resolutions of the board of directors of POCML7 approving this Agreement and the consummation of the transactions contemplated herein; and |
| (ii) | a copy of the SubCo Shareholder Approval authorizing and approving the Amalgamation. |
| (d) | receipt of all required approvals and consents for the Transaction and all related matters, including without limitation: |
| a) | the approval by the board of directors of POCML7 for any Transaction Document to which POCML7 may be a party, to the extent that such other Transaction Document varies from or adds to the terms of this Agreement or otherwise is material; |
| b) | the approval of any other third parties from whom POCML7 must obtain consent, including its shareholders, if applicable; |
| c) | the approval of the TSX-V |
| (e) | the Consolidation, Name Change and any other corporate changes requested by Verdera, acting reasonably, shall have been implemented; |
| (f) | all directors and officers of POCML7 shall have executed resignations and releases in a form acceptable to Verdera, acting reasonably, and there shall be no severance or other amounts payable to such individuals in connection therewith; |
| (g) | no material adverse change shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of POCML7 or any subsidiary, financial or otherwise, between the date of signing this Agreement and the completion of the Transaction; |
| (h) | there being no legal proceedings or regulatory actions or proceedings, or to the knowledge of POCML7 pending or threatened, against POCML7 at the Closing which may, if determined against the interest of POCML7, have a Material Adverse Effect on POCML7; |
| (i) | POCML7 shall provide to Verdera such necessary legal opinions with respect to POCML7 or any subsidiary in relation to the Transaction, this Agreement and any Transaction documents that is satisfactory to Verdera and its counsel, acting reasonably; |
| (j) | there being no prohibition at law against the consummation of the Transaction; |
| (k) | no material breach of the covenants of POCML7 contained herein in Section 5.1; |
| (l) | POCML7 shall have provided such financial statements as required by the TSX-V; |
| (m) | no inquiry or investigation (whether formal or informal) in relation to POCML7 or its directors or officers, shall have been commenced or threatened by the TSX-V, any relevant securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on POCML7 after giving effect to the Transaction; |
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| (n) | all 1,100,000 currently outstanding POCML7 options shall have been exercised prior to the completion of the Consolidation; |
| (o) | at the closing of the Transaction, each of the parties as required by the TSX-V shall have entered into the TSX-V Escrow Agreement; |
| (p) | completion of the Transaction Financing; |
| (q) | The Registration Statement having been filed with the SEC and all comments of the SEC having being resolved other than such comments of the SEC that in the reasonable opinion of US counsel are not substantive and/or would not be expected to result in the Registration Statement not being declared effective by the SEC within 75 days of the Closing. |
| (r) | POCML7 having a minimum of $500,000 in cash immediately prior to the closing the Transaction net of all expenses related to the Transaction. |
| (s) | confirmation from the Registrar and Transfer Agent that POCML7 has delivered an irrevocable direction to issue POCML7 Shares without resale restrictions to satisfy the POCML7 Shares payable to Verdera Shareholders pursuant to the Amalgamation and electronic copies of the DRS statements or certificates evidencing the foregoing POCML7 Shares; and |
| (t) | POCML7 will have delivered such other materials and documents that are in the opinion of Verdera, acting reasonably, required to be delivered by POCML7 in order for it to meet its obligations under this Agreement. |
The conditions described above are for the exclusive benefit of Verdera and may be asserted by Verdera regardless of the circumstances or may be waived by Verdera in its sole discretion, in whole or in part, at any time and from time to time prior to the Amalgamation without prejudice to any other rights which Verdera may have hereunder or at law and notwithstanding the approval of this Agreement by the shareholders of SubCo and/or Verdera.
| 5.2 | Conditions to Obligations of POCML7 |
The obligation of POCML7 to consummate the transactions contemplated herein is subject to the satisfaction, on or before the Effective Date, of the following conditions:
| (a) | except as affected by the transactions contemplated herein, the representations and warranties of Verdera contained in Section 4.2 hereof will be true in all material respects on the Effective Date with the same effect as though such representations and warranties had been made at and as of such time (except to the extent such representations and warranties speak as of an earlier date, in which event such representations and warranties will be true and correct as of such earlier date), other than in respect of representations and warranties qualified by materiality or other concepts of materiality which representations and warranties will be true and correct, and POCML7 will have received a certificate to such effect, dated the Effective Date, of an officer or director of Verdera to the best of his or her knowledge having made reasonable inquiry; |
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| (b) | on or immediately prior to the Closing, POCML7 shall (i) effect a name change to such name as may be determined by Verdera at its sole discretion (the “Name Change”); and (ii) consolidate its outstanding share capital (the “Consolidation”) on the basis of one POCML7 Share for 0.656565 of a Resulting Issuer Share, such that upon completion of the Consolidation there will be 8,000,000 Resulting Issuer Shares issued and outstanding including the POCML7 Shares issued on exercise of all outstanding POCML7 stock options (subject to any minor increase or decrease due to rounding of fractional shares resulting from the Consolidation). Unless otherwise specified herein, all references to POCML7 Shares in this Agreement are made on a pre-Consolidation basis and all references to Resulting Issuer Shares are made on a post-Name Change and post-Consolidation basis. |
| (c) | POCML7’s counsel will provide Verdera with a legal opinion in a form satisfactory to Verdera and its counsel (acting reasonably) which opines that the Resulting Issuer Shares that were issued to Verdera Shareholders were issued pursuant to section 2.11 of National Instrument 45-106 - Prospectus Exemptions and are free of resale restrictions pursuant to National Instrument 45-102 - Resale of Securities; |
| (d) | all of the outstanding Verdera Shares will be exchanged for Resulting Issuer Shares as provided in this Agreement and any outstanding options and warrants of Verdera will become options and warrants exercisable for Resulting Issuer Shares, as adjusted by the Exchange Ratio and/or on their terms, and all such Resulting Issuer Shares will be free and clear of any and all encumbrances, liens, charges, demands of whatsoever under any applicable law and there being no other convertible securities or stock options outstanding to acquire Verdera Shares, other than any rights of enCore pursuant to the Registration Rights Agreement between Verdera and enCore dated March 17, 2025; |
| (e) | electronic delivery to the TSX-V of a duly completed Form 2A (Personal Information Form) or Form 2C1 (Declaration) for each of the proposed new Insiders (as such term is defined in the TSX-V Corporate Finance Manual) of the Resulting Issuer pending completion of the Transaction, and for such other persons as may be required by the TSX-V; |
| (f) | Verdera will have performed, fulfilled, or complied with, in all material respects, all of its obligations, covenants and agreements contained in this Agreement to be fulfilled or complied with by it at or prior to the Effective Date and POCML7 will have received a certificate of an officer or director of Verdera to such effect; |
| (g) | Verdera will have furnished POCML7 with: |
| (i) | a copy of the resolutions of the board of directors of Verdera approving this Agreement and the consummation of the transactions contemplated therein; and |
| (ii) | a copy of the Verdera Shareholder Approval authorizing and approving the Amalgamation; |
| (h) | receipt of all required approvals and consents for the Transaction and all related matters and the Transaction documents, including without limitation; |
| a) | the approval by the board of directors of Verdera for any Transaction Document to which Verdera may be a party, to the extent that such other Transaction Document varies from or adds to the terms of this Agreement or otherwise is material; |
| b) | the approval of the Transaction by the shareholders of Verdera; and |
| c) | the approval of the TSX-V; |
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| (i) | upon completion of the Transaction, the Resulting Issuer shall meet the applicable TSX-V listing requirements (or received appropriate waivers therefrom), and the parties shall have received the conditional approval of the TSX-V for the listing of the Resulting Issuer Shares to be issued on the Closing and, after giving effect to the Transaction, such other shares which are issuable upon the exercise of all outstanding options or share purchase warrants of the Resulting Issuer, subject to compliance with the usual requirements of the TSX-V and the applicable stock option plan of the Resulting Issuer, and the resale of such Resulting Issuer Shares not being subject to any Canadian hold or restricted period (except for any Resulting Issuer Shares being subject to the TSX-V Escrow Agreement and/or any contractual escrow or restriction in the case of the Resulting Issuer Shares held by enCore, any resale that would constitute a "control distribution" as defined in National Instrument 45-102 – Resale of Securities, and any other hold or escrow periods as may be required by the TSX-V or applicable securities laws); |
| (j) | Verdera shall have provided such audited, unaudited and pro forma financial statements as required by the TSX-V; |
| (k) | no material adverse change shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of Verdera or any of its subsidiaries, financial or otherwise, between the date of this Agreement and the completion of the Transaction; |
| (l) | Verdera shall provide to POCML7 such necessary legal opinions with respect to Verdera or any of its subsidiaries in relation to the Transaction, this Agreement and any Transaction documents, as typical of a transaction of this nature, satisfactory to POCML7 and its counsel, acting reasonably; |
| (m) | there being no legal proceedings or regulatory actions or proceedings, or to the knowledge of Verdera pending, against Verdera or any of its subsidiaries at the Closing which may, if determined against the interests of Verdera or any of its subsidiaries, have a Material Adverse Effect on Verdera; |
| (n) | there being no prohibition at law against the completion of the Transaction; |
| (o) | no inquiry or investigation (whether formal or informal) in relation to Verdera or its directors or officers, shall have been commenced or threatened by the TSX-V, any relevant securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on Verdera after giving effect to the Transaction; |
| (p) | no material breach of the covenants of Verdera contained herein in Section 3; |
| (q) | at the closing of the Transaction, each Principal of the Resulting Issuer shall have entered into a TSX-V Escrow Agreement, with the exception that Resulting Issuer Shares and Resulting Issuer Preferred Shares held by enCore, in the absence of being subject to a TSX-V Escrow Agreement if required by the TSX-V, will bear the appropriate legends on the certificates or statements evidencing such shares providing for a contractual twelve month escrow with 20% released on Closing and a further 20% released every three months thereafter; and |
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| (r) | closing of the Transaction Financing on or prior to the Closing. |
The conditions described above are for the exclusive benefit of POCML7 and SubCo and may be asserted by POCML7, regardless of the circumstances, or may be waived by POCML7, in its sole discretion, in whole or in part, at any time and from time to time prior to the Amalgamation without prejudice to any other rights which POCML7 and SubCo may have hereunder or at law and notwithstanding the approval of this Agreement by the shareholders of SubCo and/or Verdera.
| 5.3 | Merger of Conditions |
The conditions set out in Sections 5.1 and 5.2 hereof will be conclusively deemed to have been satisfied, waived or released on: (a) the filing by Verdera and SubCo of the Amalgamation Application with the BC Registrar; and (b) and issuance of the POCML7 Shares to Verdera Shareholders who hold Verdera Shares immediately prior to the Effective Time.
Article 6
NOTICES
| 6.1 | Notices |
All notices, requests and demands hereunder, which may or are required to be given pursuant to any provision of this Agreement, will be given or made in writing and will be delivered by e-mail as follows:
| (a) | to POCML7 or SubCo, addressed to: |
POCML 7 Inc.
130 King Street West, Suite 2210
Toronto, Ontario M5X 1E4
Attn: David D’Onofrio
Email:
and a copy to (which shall not constitute notice):
Irwin Lowy LLP
Attention: Chris Irwin
Email:
| (b) | to Verdera, addressed to: |
Verdera Energy Corp.
1200 – 750 W. Pender Street
Vancouver, BC V6C 2T8
Attn: Janet Lee Sheriff, Chief Executive
Officer
Email:
and a copy to (which shall not constitute notice):
Morton Law LLP
Attention: Edward Mayerhofer, Partner
Email:
or to such other e-mail addresses as the parties may, from time to time, advise to the other parties by notice in writing. All notices, requests and demands hereunder will be deemed to have been received, if delivered by e-mail, on the next Business Day after the e-mail was sent.
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Article 7
AMENDMENT AND TERMINATION OF AGREEMENT
| 7.1 | Amendment |
This Agreement may, at any time and from time to time before or after obtaining the approval of the board of directors of POCML7 or Verdera Shareholder Approval, SubCo Shareholder Approval, be amended by written agreement of POCML7 and Verdera without, subject to applicable law, further notice to or authorization on the part of their respective shareholders and any such amendment may, without limitation:
| (a) | change the time for performance of any of the obligations or acts of the parties; |
| (b) | waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto; |
| (c) | waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the parties; or |
| (d) | waive compliance with or modify any other conditions precedent contained herein, |
provided that no such amendment will change the provisions hereof regarding the consideration to be received by Verdera Shareholders without approval by such of Verdera Shareholders given in the same manner as required for the approval of the Amalgamation.
| 7.2 | Rights of Termination |
This Agreement may be terminated as follows:
| (a) | where due diligence conducted by a party on the other party discloses circumstances that would make it impossible for a party to close the Transaction and such party informs the other in writing of its desire to terminate this Agreement; |
| (b) | by mutual agreement of POCML7 and Verdera in writing; |
| (c) | by either POCML7 or Verdera by notice to the other party if the Amalgamation is not completed by the Termination Date; |
| (d) | by POCML7, in the event of Verdera’s unfulfillment of a condition in Section 5.2 by the Termination Date, provided that POCML7 has provided Verdera notice in accordance with Section 7.3, and such unfulfilled condition remains uncured; |
| (e) | by Verdera, in the event of POCML7 or SubCo’s unfulfillment of a condition in Section 5.1 by the Termination Date, provided that Verdera has provided POCML7 notice in accordance with Section 7.3, and such unfulfilled condition remains uncured; or |
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| (f) | upon the 10th Business Day after the date on which written notice by a party is given to the other party if a material adverse change has occurred in the other party or if the other party has breached any representation, warranty or covenant under this Agreement and such material adverse change or breach is not remedied to the satisfaction of the terminating party, acting reasonably, within 10 Business Days of receipt of such notice. |
If this Agreement is terminated as aforesaid, the parties hereto will be released from all obligations under this Agreement other than the obligations that by their terms survive the termination of this Agreement (including the obligations with respect to privacy under Section 8.6, confidentiality under Section 8.7 and the obligations with respect to costs under Section 8.8). If this Agreement is terminated in accordance with Section 7.2(d) or 7.2(e) all rights of specific performance against the non-performing party will terminate and, unless the terminating party can show that the condition or conditions the non-performance of which has caused such party to terminate this Agreement were reasonably capable of being performed by the non-performing party, the non-performing party will also be released from all obligations hereunder, except any liability expressly contemplated hereby; and further provided that any of such conditions may be waived in full or in part by either of the parties without prejudice to its rights of termination in the event of the non-fulfilment or non-performance of any other condition.
| 7.3 | Notice of Unfulfilled Conditions |
If either of Verdera or POCML7 will determine at any time prior to the Effective Date that it intends to refuse to consummate the Amalgamation or any of the other transactions contemplated hereby because of any unfulfilled or unperformed condition contained in this Agreement on the part of the other of them to be fulfilled or performed, Verdera or POCML7, as the case may be, will so notify (in writing) the other party forthwith upon making such determination in order that such other party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within 10 Business Days (except that no cure period will be provided for a breach which by its nature cannot be cured or is a willful breach), but in no event later than the Termination Date.
| 7.4 | Standstill |
Verdera agrees that from the date of this Agreement until the Termination Date it will:
| a) | not, nor will it permit any of its officers, directors, employees, consultants or agents (including without limitation, investment bankers, attorneys and accountants) to, directly or indirectly, solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal or “takeover bid”, exempt or otherwise, for securities or assets of Verdera, nor to undertake any transaction or negotiate any transaction which would be or potentially could be in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence in respect of such activities, arrangements or transactions, nor to permit any of its officers or directors to authorize such access, except as required by statutory obligations; and in the event that Verdera, including any of its officers or directors, receives any form of offer or inquiry, Verdera will forthwith (in any event within one business day following receipt) notify POCML7 of such offer or inquiry and provide POCML7 with such details as it may request; |
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| b) | use all reasonable commercial efforts to cause shareholders of Verdera to vote in favour of the Transaction and related matters, if such shareholder approval is required, and not to take any action contrary to, or in opposition to the Transaction; |
| c) | with prepare and deliver the necessary Verdera financial statements required by Government Authorities and the TSX-V in connection with the completion of the Transaction, which will include audited annual financial statements of Verdera prepared in accordance with IFRS as adopted in Canada; and |
| d) | subject to the provisions hereof, cooperate fully with POCML7 and SubCo, and to use all commercially reasonable efforts to assist Verdera and SubCo in its efforts to complete the Transaction. |
unless such action, matter or transaction is part of the transactions contemplated in this Agreement (including without limitation, the Transaction Financing) or is satisfactory to, and is approved in writing in advance by Verdera and POCML7 or is necessary to carry on the normal course of business.
Article 8
GENERAL
| 8.1 | Entire Agreement |
The terms and provisions herein contained constitute the entire agreement between the parties with respect to the subject matter herein and will supersede all previous oral or written communications, representations, undertakings and agreements with respect to such subject matter.
| 8.2 | Binding Effect |
This Agreement will be binding upon and enure to the benefit of the parties.
| 8.3 | Waiver and Modification |
POCML7 and Verdera may waive or consent to the modification of, in whole or in part, any inaccuracy of any representation or warranty made to them hereunder or in any document to be delivered pursuant hereto and may waive or consent to the modification of any of the covenants or agreements herein contained for their respective benefit or waive or consent to the modification of any of the obligations of the other parties hereto. No waiver, or consent to the modification of any inaccuracy of any provision of this Agreement constitutes a waiver of or consent to any proceeding, continuing or succeeding inaccuracy of such provision or of any other provision of this Agreement. Any waiver or consent to the modification of any of the provisions of this Agreement, to be effective, must be in writing executed by the party granting such waiver or consent.
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| 8.4 | No Personal Liability |
| (a) | No director, officer, employee, or agent of Verdera will have any personal liability whatsoever to POCML7 or SubCo under this Agreement, or under any other document delivered in connection with the Amalgamation on behalf of Verdera. |
| (b) | No director, officer, employee, or agent of either POCML7 or SubCo will have any personal liability whatsoever to Verdera under this Agreement, or under any other document delivered in connection with the Amalgamation on behalf of POCML7. |
| 8.5 | Assignment |
No party may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.
| 8.6 | Privacy Matters |
| (a) | For the purposes of this Section 8.6, the following definitions will apply: |
| (i) | “Applicable Privacy Laws” means any and all applicable laws relating to privacy and the collection, use and disclosure of Personal Information in all applicable jurisdictions, including but not limited to the Personal Information Protection and Electronic Documents Act (Canada) and/or any comparable provincial law; and |
| (ii) | “Personal Information” means information about an individual transferred to one party by the other in accordance with this Agreement and/or as a condition of the Amalgamation. |
| (b) | The parties acknowledge that they are responsible for compliance at all times with Applicable Privacy Laws which govern the collection, use and disclosure of Personal Information (including the Personal Information with respect to the Verdera Shareholders) acquired by or disclosed to either party pursuant to or in connection with this Agreement (the “Disclosed Personal Information”). |
| (c) | Neither party will use the Disclosed Personal Information for any purposes other than those related to the performance of this Agreement and the completion of the Amalgamation. |
| (d) | Each party acknowledges and confirms that the disclosure of Personal Information is necessary for the purposes of determining if the parties will proceed with the Amalgamation, and that the disclosure of Personal Information relates solely to the carrying on of the business and the completion of the Amalgamation. |
| (e) | Each party acknowledges and confirms that it has and will continue to employ appropriate technology and procedures in accordance with Applicable Laws to prevent accidental loss or corruption of the Disclosed Personal Information, unauthorized input or access to the Disclosed Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Disclosed Personal Information. |
| (f) | Each party will at all times keep strictly confidential all Disclosed Personal Information provided to it, and will instruct those employees or advisors responsible for processing such Disclosed Personal Information to protect the confidentiality of such information in a manner consistent with the parties’ obligations hereunder. Each party will ensure that access to the Disclosed Personal Information will be restricted to those employees or advisors of the respective party who have a bona fide need to access to such information in order to complete the Amalgamation. |
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| (g) | Each party will promptly notify the other party of all inquiries, complaints, requests for access, and claims of which the party is made aware in connection with the Disclosed Personal Information. The parties will fully co-operate with one another, with the Persons to whom the Disclosed Personal Information relates, and any authorized authority charged with enforcement of Applicable Privacy Laws, in responding to such inquiries, complaints, requests for access, and claims. |
| (h) | Upon the expiry or termination of this Agreement, or otherwise upon the reasonable request of Verdera or POCML7, the other party (and in the case of POCML7, including SubCo) will forthwith cease all use of the Disclosed Personal Information acquired by such other party in connection with this Agreement and will return to the requesting party or, at the requesting party’s request, destroy in a secure manner, the Disclosed Personal Information (and any copies). |
| 8.7 | Confidentiality |
| (a) | No filing, disclosure, or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated hereby will be made by POCML7, SubCo, Verdera or their representatives without the prior written agreement of the other parties as to timing, content and method, provided that the obligations herein will not prevent any party from making, after consultation with the other parties, such disclosure as its counsel advises is required by applicable law or the rules and policies of the TSX-V. |
| (b) | Except as and only to the extent required by applicable law as agreed upon by the parties, a Receiving Party will not disclose or use, and it will cause its representatives not to disclose or use, any Confidential Information furnished, or to be furnished, by a Disclosing Party or its representatives to the Receiving Party or its representatives at any time or in any manner other than for purposes of evaluating the transactions proposed in this Agreement. |
| (c) | If this Agreement is terminated pursuant to Article 7, each Receiving Party will promptly return to the Disclosing Party or destroy any Confidential Information and any work product produced from such Confidential Information in its possession or in the possession of any of its representatives. |
| (d) | The terms of Sections 8.7(a), (b), (c), and (d) shall survive termination of this Agreement for a period of two years from the Termination Date. |
| 8.8 | Costs |
Each of the parties will be responsible for their own costs and charges incurred with respect to the transactions contemplated herein, including all costs and charges incurred prior to the date of this Agreement and all legal and accounting fees and disbursements relating to preparing the documents relating to the transactions contemplated herein or otherwise relating to the transactions contemplated herein.
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| 8.9 | Time of Essence |
Time will be of the essence of this Agreement.
| 8.10 | Joint Best Efforts |
The parties hereto agree they will use their best efforts to complete the Amalgamation prior to the Termination Date.
| 8.11 | Survival |
The representations and warranties of each of Verdera, POCML7, and SubCo contained herein will survive the execution and delivery of this Agreement and will terminate on the earlier of the termination of this Agreement in accordance with its terms and the Effective Date.
| 8.12 | Governing Law |
This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to the principles of conflicts of laws thereof, and the parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia in respect of any matter arising hereunder or in connection herewith.
| 8.13 | Severability |
In the event that any provisions contained in this Agreement will be declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, this Agreement will continue in force with respect to the enforceable provisions and all rights and remedies accrued under the enforceable provisions will survive any such declaration, and any non-enforceable provision will, to the extent permitted by law, be replaced by a provision which, being valid, comes closest to the intention underlying the invalid, illegal and unenforceable provision.
| 8.14 | Further Assurances |
Each party will, from time to time, and at all times hereafter, at the request of the other parties hereto, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as will be reasonably required in order to fully perform and carry out the terms and intent hereof.
| 8.15 | Counterparts and Electronic Copies |
This Agreement may be executed in separate counterparts, and all such counterparts when taken together will constitute one agreement. The parties will be entitled to rely on delivery of an email in pdf or other electronic copy of the executed Agreement and such copy will be legally effective to create a valid and binding Agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
| POCML7 INC. | ||
| Per: | ||
| Authorized Signatory | ||
| 1564752 B.C. LTD. | ||
| Per: | ||
| Authorized Signatory | ||
| VERDERA ENERGY CORP. | ||
| Per: | ||
| Authorized Signatory | ||
[Signature Page - Amalgamation Agreement]
- 1 -
Schedule A
Amalgamation Application
[Attached]
- 1 -
Schedule B
Articles of AmalCo
[Attached]
| Choose of the following: Please indicate the statement applicable to this amalgamation. Please note: If you want the name of an amalgamating corporation that is a foreign corporation, you must obtain a name approval before completing this amalgamation application. When the amalgamation is complete, your company will be a BC limited company. (Check all applicable boxes.) Verdera Energy Holdings Canada Inc. |
| Choose of the following: Verdera Energy Corp. BC1504206 1564752 B.C. Ltd. BC1564752 Scott Davis David D'Onofrio |
| Verdera Energy Holdings Canada Inc. Lee-Sheriff Janet #1221 - 1771 Robson Steet, Vancouver BC Canada V6G 1C9 #1221 - 1771 Robson Steet, Vancouver BC Canada V6G 1C9 Hayes Gregory 3219 - 158 Street SW, Edmonton AB Canada T6W 5C9 3219 - 158 Street SW, Edmonton AB Canada T6W 5C9 |
| 1200 - 750 West Pender Street, Vancouver V6C 2T8 1200 - 750 West Pender Street, Vancouver V6C 2T8 1200 - 750 West Pender Street, Vancouver V6C 2T8 1200 - 750 West Pender Street, Vancouver V6C 2T8 Common |
| ADOPTED on _________________, 202___. | ||
| ¨, Director | ||
| Incorporation Number: | ||
Articles
Of
Verdera Energy Holdings Canada Inc.
| 1. Interpretation | 9 | |
| 1.1 | Definitions | 9 |
| 1.2 | Business Corporations Act and Interpretation Act Definitions Applicable | 9 |
| 2. Shares and Share Certificates | 9 | |
| 2.1 | Authorized Share Structure | 9 |
| 2.2 | Form of Share Certificate | 9 |
| 2.3 | Shareholder Entitled to Certificate or Acknowledgment | 10 |
| 2.4 | Delivery by Mail | 10 |
| 2.5 | Replacement of Worn Out or Defaced Certificate or Acknowledgement | 10 |
| 2.6 | Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment | 10 |
| 2.7 | Splitting Share Certificates | 10 |
| 2.8 | Certificate Fee | 10 |
| 2.9 | Recognition of Trusts | 11 |
| 3. Issue of Shares | 11 | |
| 3.1 | Directors Authorized | 11 |
| 3.2 | Commissions and Discounts | 11 |
| 3.3 | Brokerage | 11 |
| 3.4 | Conditions of Issue | 11 |
| 3.5 | Share Purchase Warrants and Rights | 11 |
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Province of British Columbia
Business Corporations Act
Articles of Verdera Energy Holdings Canada Inc.
(the “Company”)
| 1. | Interpretation |
| 1.1 | Definitions |
In these Articles, unless the context otherwise requires:
| (a) | “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being; |
| (b) | “Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; |
| (c) | “Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; |
| (d) | “legal personal representative” means the personal or other legal representative of the shareholder; |
| (e) | “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register; |
| (f) | “seal” means the seal of the Company, if any; |
| (g) | “solicitor of the Company” means any partner, associate or articled student of the law firm retained by the Company in respect of the matter in connection with which the term is used. |
| 1.2 | Business Corporations Act and Interpretation Act Definitions Applicable |
The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to and form a part of these Articles. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.
| 2. | Shares and Share Certificates |
| 2.1 | Authorized Share Structure |
The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.
| 2.2 | Form of Share Certificate |
Each share certificate issued by the Company shall be in such form as the directors may determine and approve and must comply with, and be signed as required by, the Business Corporations Act.
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| 2.3 | Shareholder Entitled to Certificate or Acknowledgment |
Shares may be issued without a share certificate or written acknowledgment. Upon request, however, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or acknowledgement to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.
| 2.4 | Delivery by Mail |
Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.
| 2.5 | Replacement of Worn Out or Defaced Certificate or Acknowledgement |
If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:
| (a) | order the share certificate or acknowledgment, as the case may be, to be cancelled; and |
| (b) | issue a replacement share certificate or acknowledgment, as the case may be. |
| 2.6 | Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment |
If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:
| (a) | proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and |
| (b) | any indemnity the directors consider adequate. |
| 2.7 | Splitting Share Certificates |
If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.
| 2.8 | Certificate Fee |
There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.
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| 2.9 | Recognition of Trusts |
Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.
| 3. | Issue of Shares |
| 3.1 | Directors Authorized |
Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.
| 3.2 | Commissions and Discounts |
The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.
| 3.3 | Brokerage |
The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.
| 3.4 | Conditions of Issue |
Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:
| (a) | consideration is provided to the Company for the issue of the share by one or more of the following: |
| (1) | past services performed for the Company; |
| (2) | property; or |
| (3) | money; and |
| (b) | the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1. |
| 3.5 | Share Purchase Warrants and Rights |
Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.
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| 4. | Share Registers |
| 4.1 | Central Securities Register |
The Company must maintain a central securities register in accordance with the provisions of the Business Corporations Act. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.
| 4.2 | Closing Register |
The Company must not at any time close its central securities register.
| 5. | Share Transfers |
| 5.1 | Private Issuer Restrictions |
The provisions of Article 27 shall apply to any proposed transfer of a share of the Company.
| 5.2 | Registering Transfers where Certificate or Acknowledgement |
A transfer of a share of the Company for which a share certificate has been issued or for which the shareholder has received a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:
| (a) | an instrument of transfer, duly executed by the transferor or a duly authorized attorney of the transferor, in respect of the share; |
| (b) | if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate; |
| (c) | if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and |
| (d) | such other evidence, if any, as the directors or the transfer agent may require to prove the title of the transferor or his duly authorized attorney or the right to transfer the shares, and the right of the transferee to have the transfer registered. |
| 5.3 | Registering Transfers where no Certificate or Acknowledgement |
A transfer of a share of the Company for which a share certificate has not been issued or for which the shareholder has not received a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate (for example, where shares are issued in book-only form), must not be registered unless the requirements for transfer as approved by the directors have been met.
| 5.4 | Form of Instrument of Transfer |
The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.
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| 5.5 | Transferor Remains Shareholder |
Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.
| 5.6 | Signing of Instrument of Transfer |
If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:
| (a) | in the name of the person named as transferee in that instrument of transfer; or |
| (b) | if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered. |
| 5.7 | Enquiry as to Title Not Required |
Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.
| 5.8 | Transfer Agent |
The Company may appoint one or more trust companies or agents as its transfer agent for the purpose of issuing, countersigning, registering, transferring and certifying the shares and share certificates of the Company.
| 5.9 | Transfer Fee |
There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.
| 6. | Transmission of Shares |
| 6.1 | Legal Personal Representative Recognized on Death |
In case of the death of a shareholder, the legal personal representative of the shareholder, in the case of shares registered in the shareholders’ name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.
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| 6.2 | Rights of Legal Personal Representative |
Subject to Article 6.1, on death or bankruptcy, the legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.
| 6.3 | Registration of Legal Personal Representative |
Any person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder shall, upon such documents and evidence being produced to the Company as the Business Corporations Act requires, or who becomes entitled to a share as a result of an order of a court of competent jurisdiction or a statute, has the right either to be registered as a shareholder in his representative capacity in respect of such share, or, if he is a personal representative, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the directors shall, as regards a transfer by a personal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.
| 7. | Purchase and Redemption of Shares |
| 7.1 | Company Authorized to Purchase or Redeem Shares |
Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms the directors determine. The Company may, by a resolution of directors, cancel any of its shares purchased by the Company, and upon the cancellation of such shares the number of issued shares shall be reduced accordingly.
| 7.2 | Purchase When Insolvent |
The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:
| (a) | the Company is insolvent; or |
| (b) | making the payment or providing the consideration would render the Company insolvent. |
| 7.3 | Sale and Voting of Purchased Shares |
If the Company retains a share purchased, redeemed or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:
| (a) | is not entitled to vote the share at a meeting of its shareholders; |
| (b) | must not pay a dividend in respect of the share; and |
| (c) | must not make any other distribution in respect of the share. |
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| 8. | Borrowing Powers |
The Company, if authorized by the directors, may:
| (a) | borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; |
| (b) | issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; |
| (c) | guarantee the repayment of money by any other person or the performance of any obligation of any other person; and |
| (d) | mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company. |
Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.
| 9. | Alterations |
| 9.1 | Alteration of Authorized Share Structure |
Subject to Article 9.2 and the Business Corporations Act, the Company may:
| (a) | either by directors’ resolution or by ordinary resolution, at the election of the directors in their sole discretion: |
| (1) | create one or more classes or series of shares or, if none of the shares of a class are allotted or issued, eliminate that class of shares; |
| (2) | increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; |
| (3) | subdivide or consolidate all or any of its unissued, or fully paid issued, shares; |
| (4) | if the Company is authorized to issue shares of a class of shares with par value: |
| i | decrease the par value of those shares; or |
| ii | if none of the shares of that class of shares are allotted or issued, increase the par value of those shares; |
| (5) | change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; |
| (6) | alter the identifying name of any of its shares; |
| (7) | otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act; or |
| (b) | by ordinary resolution otherwise alter its shares or authorized share structure; |
and alter its Articles and Notice of Articles accordingly.
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| 9.2 | Special Rights and Restrictions |
Subject to the Business Corporations Act, the Company may by ordinary resolution:
| (a) | create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or |
| (b) | by ordinary resolution vary or delete any special rights or restrictions attached to the shares of any class or series, whether or not any or all of those shares have been issued |
and alter its Articles and Notice of Articles accordingly.
| 9.3 | Change of Name |
The Company may by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name.
| 9.4 | Other Alterations |
The Company, save as otherwise provided by these Articles and subject to the Business Corporations Act, may:
| (a) | by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors’ powers, control or authority; and |
| (b) | if the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles. |
| 10. | Meetings of Shareholders |
| 10.1 | Annual General Meetings |
Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and thereafter must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.
| 10.2 | Consent Resolution Instead of Meeting of Shareholders |
If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.
| 10.3 | Calling of Meetings of Shareholders |
The directors may, whenever they think fit, call a meeting of shareholders.
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| 10.4 | Notice for Meetings of Shareholders |
The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution and any notice of a general meeting, class meeting or series meeting or to consider approving the adoption of an amalgamation agreement, the approval of any amalgamation into a foreign jurisdiction or the approval of any arragement), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors’ resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:
| (a) | if and for so long as the Company is a public company, 21 days; |
| (b) | otherwise, 10 days. |
| 10.5 | A Notice of Resolution to Which Shareholders May Dissent |
The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent and a copy of the proposed resolution at lease the following number of days before the meeting:
| (a) | if and for so long as the Company is a public company, 21 days; |
| (b) | otherwise, 10 days. |
| 10.6 | Record Date for Notice |
The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:
| (a) | if and for so long as the Company is a public company, 21 days; |
| (b) | otherwise, 10 days. |
If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
| 10.7 | Record Date for Voting |
The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
| 10.8 | Failure to Give Notice and Waiver of Notice |
The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
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| 10.9 | Notice of Special Business at Meetings of Shareholders |
If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:
| (a) | state the general nature of the special business; and |
| (b) | if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders: |
| (1) | at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and |
| (2) | during statutory business hours on any one or more specified days before the day set for the holding of the meeting. |
| 10.10 | Location of Meetings of Shareholders |
The Company will hold meetings of shareholders in British Columbia, subject to the directors, by resolution, approving a location for such meetings outside of British Columbia.
| 11. | Proceedings at Meetings of Shareholders |
| 11.1 | Special Business |
At a meeting of shareholders, the following business is special business:
| (a) | at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting; |
| (b) | at an annual general meeting, all business is special business except for the following: |
| (1) | business relating to the conduct of or voting at the meeting; |
| (2) | consideration of any financial statements of the Company presented to the meeting; |
| (3) | consideration of any reports of the directors or auditor; |
| (4) | the setting or changing of the number of directors; |
| (5) | the election or appointment of directors; |
| (6) | the appointment of an auditor; |
| (7) | the setting of the remuneration of an auditor; |
| (8) | business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; |
| (9) | any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders. |
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| 11.2 | Majority Required for a Special Resolution |
The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.
| 11.3 | Quorum |
Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person who is a shareholder, or who is otherwise permitted to vote shares of the Company at a meeting of shareholders pursuant to these articles, present in person or by proxy.
| 11.4 | Other Persons May Attend |
The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any solicitor for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.
| 11.5 | Requirement of Quorum |
No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.
| 11.6 | Lack of Quorum |
If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:
| (a) | in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and |
| (b) | in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place. |
| 11.7 | Lack of Quorum at Succeeding Meeting |
If, at the meeting to which the meeting referred to in Article 11.6(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.
| 11.8 | Chair |
The following individuals are entitled to preside as chair at a meeting of shareholders:
| (a) | the chair of the board, if any; or |
| (b) | if no chair of the board exists or is present and willing to act as chair of the meeting, the president of the Company; or |
| (c) | if the chair of the board, and the president of the Company are absent or unwilling to act as chair of the meeting, the solicitor of the Company. |
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| 11.9 | Selection of Alternate Chair |
If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, and the solicitor of the Company is absent or unwilling to act as chair of the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.
| 11.10 | Adjournments |
The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
| 11.11 | Notice of Adjourned Meeting |
It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
| 11.12 | Decisions by Show of Hands, Verbal Statements, or Poll |
Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy. In determining the result of a vote by show of hands, shareholders present by telephone or other communications medium in which all shareholders and proxy holders entitled to attend and participate in voting at the meeting are able to communicate with each other, may indicate their vote verbally or, otherwise in such manner as clearly evidences their vote and is accepted by the chair of the meeting.
| 11.13 | Declaration of Result |
The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.12, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.
| 11.14 | Motion Need Not be Seconded |
No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.
| 11.15 | Casting Vote |
In case of an equality of votes either on a show of hands or on a poll, the chair of a meeting of shareholders will not have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.
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| 11.16 | Manner of Taking Poll |
Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:
| (a) | the poll must be taken: |
| (1) | at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and |
| (2) | in the manner, at the time and at the place that the chair of the meeting directs; |
| (b) | the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and |
| (c) | the demand for the poll may be withdrawn by the person who demanded it. |
| 11.17 | Demand for Poll on Adjournment |
A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.
| 11.18 | Chair Must Resolve Dispute |
In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.
| 11.19 | Casting of Votes |
On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.
| 11.20 | No Demand for Poll on Election of Chair |
No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.
| 11.21 | Demand for Poll Not to Prevent Continuance of Meeting |
The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.
| 11.22 | Retention of Ballots and Proxies |
The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.
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| 12. | Votes of Shareholders |
| 12.1 | Number of Votes by Shareholder or by Shares |
Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:
| (a) | on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and |
| (b) | on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy. |
| 12.2 | Votes of Persons in Representative Capacity |
A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.
| 12.3 | Votes by Joint Holders |
If there are joint shareholders registered in respect of any share:
| (a) | any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or |
| (b) | if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted. |
| 12.4 | Legal Personal Representatives as Joint Shareholders |
Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.
| 12.5 | Representative of a Corporate Shareholder |
If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:
| (a) | for that purpose, the instrument appointing a representative must: |
| (1) | be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or |
| (2) | be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; |
| (b) | if a representative is appointed under this Article 12.5: |
| (1) | the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and |
| (2) | the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting. |
Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.
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| 12.6 | Proxy Provisions Do Not Apply to All Companies |
Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.
| 12.7 | Appointment of Proxy Holders |
Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.
| 12.8 | Alternate Proxy Holders |
A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.
| 12.9 | When Proxy Holder Need Not Be Shareholder |
A person must not be appointed as a proxy holder unless:
| (a) | the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: |
| (1) | the person appointing the proxy holder is a company or a representative of a company appointed under Article 12.5; |
| (2) | the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or |
| (3) | the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or |
| (b) | the person is a director, officer or the solicitor of the Company. |
| 12.10 | Deposit of Proxy |
A proxy for a meeting of shareholders must:
| (a) | be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or |
| (b) | unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting. |
A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.
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| 12.11 | Validity of Proxy Vote |
A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:
| (a) | at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or |
| (b) | by the chair of the meeting, before the vote is taken. |
| 12.12 | Form of Proxy |
A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:
[name
of company]
(the “Company”)
The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.
Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): _____________________
Signed [month, day, year]
______________________
[Signature of shareholder]
______________________
[Name of shareholder—printed]
| 12.13 | Revocation of Proxy |
Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:
| (a) | received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or |
| (b) | provided, at the meeting, to the chair of the meeting. |
| 12.14 | Revocation of Proxy Must Be Signed |
An instrument referred to in Article 12.13 must be signed as follows:
| (a) | if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy; |
| (b) | if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5. |
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| 12.15 | Production of Evidence of Authority to Vote |
The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.
| 13. | Directors |
| 13.1 | First Directors; Number of Directors |
If the Company is not a pre-existing company under the Business Corporations Act, the first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:
| (a) | subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company’s first directors if applicable; |
| (b) | if the Company is a public company, the greater of three and the most recently set of: |
| (1) | the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and |
| (2) | the number of directors set under Article 14.4; |
| (c) | if the Company is not a public company, the most recently set of: |
| (1) | the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and |
| (2) | the number of directors set under Article 14.4. |
| 13.2 | Change in Number of Directors |
If the number of directors is set under Articles 13.1(b)(1) or 13.1(c)(1):
| (a) | the shareholders may contemporaneously elect or appoint the directors up to that number; and |
| (b) | subject to Article 14.8, if the shareholders do not contemporaneously elect or appoint the number of directors set resulting in vacancies, then the directors may appoint, or failing which the shareholders may elect or appoint, directors to fill those vacancies. |
| 13.3 | Directors’ Acts Valid Despite Vacancy |
An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.
| 13.4 | Qualifications of Directors |
A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.
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| 13.5 | Remuneration of Directors |
The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.
| 13.6 | Reimbursement of Expenses of Directors |
The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.
| 13.7 | Special Remuneration for Directors |
If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.
| 13.8 | Gratuity, Pension or Allowance on Retirement of Director |
Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
| 14. | Election and Removal of Directors |
| 14.1 | Election at Annual General Meeting |
At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:
| (a) | the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors set under these Articles from time to time; and |
| (b) | all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment. |
| 14.2 | Consent to be a Director |
No election, appointment or designation of an individual as a director is valid unless:
| (a) | that individual consents to be a director in the manner provided for in the Business Corporations Act; |
| (b) | that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or |
| (c) | with respect to first directors, the designation is otherwise valid under the Business Corporations Act. |
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| 14.3 | Failure to Elect or Appoint Directors |
If:
| (a) | the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or |
| (b) | the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; |
then each director then in office continues to hold office until the earlier of:
| (a) | when his or her successor is elected or appointed; and |
| (b) | when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles. |
| 14.4 | Places of Retiring Directors Not Filled |
If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.
| 14.5 | Directors May Fill Casual Vacancies |
Any casual vacancy occurring in the board of directors may be filled by the directors.
| 14.6 | Remaining Directors’ Power to Act |
The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.
| 14.7 | Shareholders May Fill Vacancies |
If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, then failing the filling of any vacancies as set forth in Article 14.6, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.
| 14.8 | Additional Directors |
Notwithstanding Articles 13.1 and 13.2, between annual general meetings or resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:
| (a) | one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or |
| (b) | in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8. |
Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.
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| 14.9 | Ceasing to be a Director |
A director ceases to be a director when:
| (a) | the term of office of the director expires; |
| (b) | the director dies; |
| (c) | the director resigns as a director by notice in writing provided to the Company or a solicitor for the Company; or |
| (d) | the director is removed from office pursuant to Articles 14.10 or 14.11. |
| 14.10 | Removal of Director by Shareholders |
The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.
| 14.11 | Removal of Director by Directors |
The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.
| 14.12 | Nominations Of Directors |
| (a) | This Article 14.12 only applies to the Company if and for so long as it is a public company. |
| (b) | Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors: |
| (1) | by or at the direction of the board, including pursuant to a notice of meeting; |
| (2) | by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act; or |
| (3) | by any person who: |
| (i) | at the close of business on the date of the giving of the notice provided for in this Article 14.12 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns one or more shares that are entitled to be voted at such meeting; and |
| (ii) | complies with the notice procedures set forth below in this Article 14.12, |
(a “Nominating Shareholder”).
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| (c) | In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Company, if any, or such other officer of the Company acting in that capacity, at the principal executive offices of the Company. |
| (d) | To be timely, a Nominating Shareholder’s notice under Article 14.12(c) must be made: |
| (1) | in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders, provided that (i) if the Company chooses to use notice and access to deliver meeting materials, the time frame will be not less than 40 and no more than 65 days; and (ii) if the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made (the “Notice Date”), notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and |
| (2) | in the case of a special meeting of shareholders which is not also an annual meeting, and is called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the Notice Date. |
In no event shall any adjournment or postponement of a meeting of shareholders, or the announcement of an adjournment or postponement, commence a new time period for the giving of a Nominating Shareholder’s notice as described above.
| (e) | To be in proper written form, a Nominating Shareholder’s notice under Article 14.12(c) must set forth: |
| (1) | for each person whom the Nominating Shareholder proposes to nominate for election as a director: |
| (i) | the name, age, business address and residential address of the person; |
| (ii) | the principal occupation or employment of the person; |
| (iii) | the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the date of the notice and as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred); and |
| (iv) | any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and |
| (2) | for the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below). |
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| (f) | The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee. |
| (g) | No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12, provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder at a meeting of shareholders of any matter, other than the nomination of directors, in respect of which the shareholder would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Article 14.12 and, if any proposed nomination is not in compliance with this Article 14.12, to declare that such defective nomination shall be disregarded. |
| (h) | For purposes of this Article 14.12: |
| (1) | “public announcement” shall mean disclosure in: |
| (i) | a press release reported by a national news service in Canada; or |
| (ii) | a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval (SEDAR), or such other electronic disclosure service as the Company is required to utilize for the filing of continuous disclosure documents pursuant to Applicable Securities Laws; and |
| (2) | “Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such legislation, and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada. |
| (i) | Notice given under Article 14.12(c) may only be given by personal delivery, facsimile transmission or email, and shall be deemed to have been given and made at the time it is sent to the secretary of the Company, if any, or such other officer of the Company acting in that capacity, by: |
| (1) | personal delivery to the address of the principal executive offices of the Company; |
| (2) | facsimile transmission, at such facsimile number as stipulated from time to time for the purposes of this notice by the secretary of the Company, if any, or such other officer of the Company acting in that capacity, and provided that receipt of confirmation of such transmission has been received; or |
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| (3) | email, at such email address as stipulated from time to time for the purposes of this notice by the secretary of the Company, if any, or such other officer of the Company acting in that capacity, and provided that receipt of confirmation of such transmission has been received. |
If such delivery or electronic communication is made on a day which is a not a business day in Vancouver, British Columbia, or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.
| (j) | Notwithstanding any other provision of this Article 14.12, the board may, in its sole discretion, waive any requirement of this Article 14.12. |
| 15. | Alternate Directors |
| 15.1 | Appointment of Alternate Director |
Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.
| 15.2 | Notice of Meetings |
Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.
| 15.3 | Alternate for More Than One Director Attending Meetings |
A person may be appointed as an alternate director by more than one director, and an alternate director:
| (a) | will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity; |
| (b) | has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity; |
| (c) | will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity; |
| (d) | has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity. |
| 15.4 | Consent Resolutions |
Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.
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| 15.5 | Alternate Director Not an Agent |
Every alternate director is deemed not to be the agent of his or her appointor.
| 15.6 | Revocation of Appointment of Alternate Director |
An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.
| 15.7 | Ceasing to be an Alternate Director |
The appointment of an alternate director ceases when:
| (a) | his or her appointor ceases to be a director and is not promptly re-elected or re-appointed; |
| (b) | the alternate director dies; |
| (c) | the alternate director resigns as an alternate director by notice in writing provided to the Company or a solicitor for the Company; |
| (d) | the alternate director ceases to be qualified to act as a director; or |
| (e) | his or her appointor revokes the appointment of the alternate director. |
| 15.8 | Remuneration and Expenses of Alternate Director |
The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.
| 16. | Powers and Duties of Directors |
| 16.1 | Powers of Management |
The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.
| 16.2 | Appointment of Attorney of Company |
The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.
| 16.3 | Setting the Remuneration of Auditors |
The directors may from time to time set the remuneration of the auditors of the Company.
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| 17. | Disclosure of Interests Of Directors And Officers |
| 17.1 | Obligation to Account for Profits |
A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.
| 17.2 | Restrictions on Voting by Reason of Interest |
A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.
| 17.3 | Interested Director Counted in Quorum |
A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.
| 17.4 | Disclosure of Conflict of Interest or Property |
A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.
| 17.5 | Director Holding Other Office in the Company |
A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.
| 17.6 | No Disqualification |
No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.
| 17.7 | Professional Services by Director or Officer |
Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.
| 17.8 | Director or Officer in Other Corporations |
A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.
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| 18. | Proceedings of Directors |
| 18.1 | Meetings of Directors |
The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.
| 18.2 | Voting at Meetings |
Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.
| 18.3 | Chair of Meetings |
The following individual is entitled to preside as chair at a meeting of directors:
| (a) | the chair of the board, if any; |
| (b) | in the absence of the chair of the board, the president, if any, if the president is a director; or |
| (c) | any other director chosen by the directors if: |
| (1) | neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting; |
| (2) | neither the chair of the board nor the president, if a director, is willing to chair the meeting; or |
| (3) | the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting. |
| 18.4 | Meetings by Telephone or Other Communications Medium |
A director may participate in a meeting of the directors or of any committee of the directors:
| (a) | in person; |
| (b) | by telephone; or |
| (c) | with the consent of all directors, by other communications medium; |
if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.
| 18.5 | Calling of Meetings |
A director may, and the president, secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.
| 18.6 | Notice of Meetings |
Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.
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| 18.7 | When Notice Not Required |
It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:
| (a) | the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or |
| (b) | the director or alternate director, as the case may be, has waived notice of the meeting. |
| 18.8 | Meeting Valid Despite Failure to Give Notice |
The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.
| 18.9 | Waiver of Notice of Meetings |
Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
| 18.10 | Quorum |
The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is no less than half of the directors then in office or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.
| 18.11 | Validity of Acts Where Appointment Defective |
Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.
| 18.12 | Consent Resolutions in Writing |
A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, e-mail or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.
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| 19. | Executive and Other Committees |
| 19.1 | Appointment and Powers of Executive Committee |
The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:
| (a) | the power to fill vacancies in the board of directors; |
| (b) | the power to remove a director; |
| (c) | the power to change the membership of, or fill vacancies in, any committee of the directors; and |
| (d) | such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution. |
| 19.2 | Appointment and Powers of Other Committees |
The directors may, by resolution:
| (a) | appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate; |
| (b) | delegate to a committee appointed under paragraph (a) any of the directors’ powers, except: |
| (1) | the power to fill vacancies in the board of directors; |
| (2) | the power to remove a director; |
| (3) | the power to change the membership of, or fill vacancies in, any committee of the directors; and |
| (4) | the power to appoint or remove officers appointed by the directors; and |
| (c) | make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution. |
| 19.3 | Obligations of Committees |
Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:
| (a) | conform to any rules that may from time to time be imposed on it by the directors; and |
| (b) | report every act or thing done in exercise of those powers at such times as the directors may require. |
| 19.4 | Powers of Board |
The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:
| (a) | revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding; |
| (b) | terminate the appointment of, or change the membership of, the committee; and |
| (c) | fill vacancies in the committee. |
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| 19.5 | Committee Meetings |
Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:
| (a) | the committee may meet and adjourn as it thinks proper; |
| (b) | the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting; |
| (c) | a majority of the members of the committee constitutes a quorum of the committee; and |
| (d) | questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote. |
| 20. | Officers |
| 20.1 | Directors May Appoint Officers |
The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.
| 20.2 | Functions, Duties and Powers of Officers |
The directors may, for each officer:
| (a) | determine the functions and duties of the officer; |
| (b) | entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and |
| (c) | revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer. |
| 20.3 | Qualifications |
No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.
| 20.4 | Remuneration and Terms of Appointment |
All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.
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| 21. | Indemnification |
| 21.1 | Definitions |
In this Article 21:
| (a) | “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; |
| (b) | “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company: |
| (1) | is or may be joined as a party; or |
| (2) | is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; |
| (c) | “expenses” has the meaning set out in the Business Corporations Act. |
| 21.2 | Mandatory Indemnification of Eligible Parties |
Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.
| 21.3 | Indemnification of Other Persons |
Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.
| 21.4 | Non-Compliance with Business Corporations Act |
The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or, these Articles or, if applicable, any former Companies Act or former Articles does not invalidate any indemnity to which he or she is entitled under this Part.
| 21.5 | Company May Purchase Insurance |
The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:
| (a) | is or was a director, alternate director, officer, employee or agent of the Company; |
| (b) | is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company; |
| (c) | at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; |
| (d) | at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity; |
against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.
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| 22. | Dividends |
| 22.1 | Payment of Dividends Subject to Special Rights |
The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.
| 22.2 | Declaration of Dividends |
Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.
| 22.3 | No Notice Required |
The directors need not give notice to any shareholder of any declaration under Article 22.2.
| 22.4 | Record Date |
The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.
| 22.5 | Manner of Paying Dividend |
A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.
| 22.6 | Settlement of Difficulties |
If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:
| (a) | set the value for distribution of specific assets; |
| (b) | determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and |
| (c) | vest any such specific assets in trustees for the persons entitled to the dividend. |
| 22.7 | When Dividend Payable |
Any dividend may be made payable on such date as is fixed by the directors.
| 22.8 | Dividends to be Paid in Accordance with Number of Shares |
All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.
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| 22.9 | Receipt by Joint Shareholders |
If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.
| 22.10 | Dividend Bears No Interest |
No dividend bears interest against the Company.
| 22.11 | Fractional Dividends |
If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.
| 22.12 | Payment of Dividends |
Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the registered address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.
| 22.13 | Capitalization of Retained Earnings or Surplus |
Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.
| 23. | Documents, Records and Reports |
| 23.1 | Recording of Financial Affairs |
The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.
| 23.2 | Inspection of Accounting Records |
Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.
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| 24. | Notices |
| 24.1 | Method of Giving Notice |
Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:
| (a) | mail addressed to the person at the applicable address for that person as follows: |
| (1) | for a record mailed to a shareholder, the shareholder’s registered address; |
| (2) | for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class; |
| (3) | in any other case, the mailing address of the intended recipient; |
| (b) | delivery at the applicable address for that person as follows, addressed to the person: |
| (1) | for a record delivered to a shareholder, the shareholder’s registered address; |
| (2) | for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; |
| (3) | in any other case, the delivery address of the intended recipient; |
| (c) | sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class; |
| (d) | sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class; |
| (e) | physical delivery to the intended recipient; and |
| (f) | delivery in such other manner as may be approved by the directors and reasonably evidenced. |
| 24.2 | Deemed Receipt of Mailing |
A notice, statement, report or other record that is:
| (a) | mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, (Saturdays, Sundays and holidays excepted), following the date of mailing; |
| (b) | faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and |
| (c) | e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed. |
| 24.3 | Certificate of Sending |
A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence of that fact.
| 24.4 | Notice to Joint Shareholders |
A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.
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| 24.5 | Notice to Legal Personal Representatives and Trustees |
A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:
| (a) | mailing the record, addressed to them: |
| (1) | by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and |
| (2) | at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or |
| (b) | if an address referred to in paragraph (a)(2) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. |
| 24.6 | Undelivered Notices |
If any record sent to a shareholder pursuant to Article 24.1 is returned on two consecutive occasions because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.
| 25. | Seal |
| 25.1 | Who May Attest Seal |
Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:
| (a) | any two directors; |
| (b) | any officer, together with any director; |
| (c) | if the Company only has one director, that director; or |
| (d) | any one or more directors or officers or persons as may be determined by the directors. |
| 25.2 | Sealing Copies |
For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.
| 25.3 | Mechanical Reproduction of Seal |
The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.
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| 26. | Mechanical Reproductions of Signatures |
| 26.1 | Instruments may be Mechanically Signed |
The signature of any officer, director, registrar, branch registrar, transfer agent or branch transfer agent of the Company, unless otherwise required by the Business Corporations Act or by these Articles, may, if authorized by the directors, be printed, lithographed, engraved or otherwise mechanically reproduced upon all instruments executed or issued by the Company or any officer thereof; and any instrument on which the signature of any such person is so reproduced shall be deemed to have been manually signed by such person whose signature is so reproduced and shall be as valid to all intents and purposes as if such instrument had been signed manually, and notwithstanding that the person whose signature is so reproduced may have ceased to hold the office that he is stated on such instrument to hold at the date or issue of such instrument.
| 26.2 | Definitions of Instruments |
The term "instrument" as used in Article 26.1 shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, agreements, releases, receipts and discharges for the payment of money or other obligations, shares and share warrants of the Company, bonds, debentures and other debt obligations of the Company, and all paper writings.
| 27. | Prohibitions |
| 27.1 | Definitions |
In this Article 27:
| (a) | “designated security” means: |
| (1) | a voting security of the Company; |
| (2) | a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or |
| (3) | a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b); |
| (b) | “security” has the meaning assigned in the Securities Act (British Columbia); |
| (c) | “voting security” means a security of the Company that: |
| (1) | is not a debt security, and |
| (2) | carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing. |
Page 43 of 44
| 27.2 | Application |
Article 27.3 does not apply to the Company if and for so long as it is a:
| (a) | public company; or |
| (b) | a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply. |
| 27.3 | Consent Required for Transfer of Shares or Designated Securities |
No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.
Page 44 of 44
| DIRECTOR INFORMATION Last Name, First Name, Middle Name: Lee-Sheriff, Janet Mailing Address: 1771 ROBSON STREET, UNIT 1221 VANCOUVER VANCOUVER BC V6G 1C9 CANADA Delivery Address: 1771 ROBSON STREET, UNIT 1221 VANCOUVER VANCOUVER BC V6G 1C9 CANADA Last Name, First Name, Middle Name: Hayes, Gregory Mailing Address: 158 STREET SW, UNIT 3219 EDMONTON AB T6W 5C9 CANADA Delivery Address: 158 STREET SW, UNIT 3219 EDMONTON AB T6W 5C9 CANADA Last Name, First Name, Middle Name: Bambrough, Kevin Mailing Address: 569649 SIDE ROAD 6 RAVENNA ON N0H 2E0 CANADA Delivery Address: 569649 SIDE ROAD 6 RAVENNA ON N0H 2E0 CANADA Last Name, First Name, Middle Name: Indall, Jon Mailing Address: 113 CALLE PALOMITA SANTA FE NM 87505 UNITED STATES Delivery Address: 113 CALLE PALOMITA SANTA FE NM 87505 UNITED STATES Last Name, First Name, Middle Name: Pelizza, Mark S. Mailing Address: 3217 BRETON DRIVE PLANO TX 75025 UNITED STATES Delivery Address: 3217 BRETON DRIVE PLANO TX 75025 UNITED STATES Last Name, First Name, Middle Name: Sheriff, William Mailing Address: 1101 WEST CORDOVA STREET, UNIT 3904 VANCOUVER BC V6C 2B0 CANADA Delivery Address: 1101 WEST CORDOVA STREET, UNIT 3904 VANCOUVER BC V6C 2B0 CANADA AUTHORIZED SHARE STRUCTURE Page: 2 of 3 |
| 1. No Maximum Common Shares Without Par Value Without Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 2. No Maximum Preferred Shares Without Par Value With Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 3. No Maximum Special Shares Without Par Value Without Special Rights or Restrictions attached _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Page: 3 of 3 |
Exhibit 3.2
| ADOPTED on _________________, 202___. | ||
|
|
||
| ¨, Director | ||
| Incorporation Number: | ||
Articles
Of
Verdera Energy CORP.
| 1. | Interpretation | 6 |
| 1.1 | Definitions | 6 |
| 1.2 | Business Corporations Act and Interpretation Act Definitions Applicable | 6 |
| 2. | Shares and Share Certificates | 6 |
| 2.1 | Authorized Share Structure | 6 |
| 2.2 | Form of Share Certificate | 6 |
| 2.3 | Shareholder Entitled to Certificate or Acknowledgment | 7 |
| 2.4 | Delivery by Mail | 7 |
| 2.5 | Replacement of Worn Out or Defaced Certificate or Acknowledgement | 7 |
| 2.6 | Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment | 7 |
| 2.7 | Splitting Share Certificates | 7 |
| 2.8 | Certificate Fee | 7 |
| 2.9 | Recognition of Trusts | 7 |
| 3. | Issue of Shares | 8 |
| 3.1 | Directors Authorized | 8 |
| 3.2 | Commissions and Discounts | 8 |
| 3.3 | Brokerage | 8 |
| 3.4 | Conditions of Issue | 8 |
| 3.5 | Share Purchase Warrants and Rights | 8 |
| 4. | Share Registers | 8 |
| 4.1 | Central Securities Register | 8 |
| 4.2 | Closing Register | 9 |
| 5. | Share Transfers | 9 |
| 5.1 | Private Issuer Restrictions | 9 |
| 5.2 | Registering Transfers where Certificate or Acknowledgement | 9 |
| 5.3 | Registering Transfers where no Certificate or Acknowledgement | 9 |
| 5.4 | Form of Instrument of Transfer | 9 |
| 5.5 | Transferor Remains Shareholder | 9 |
| 5.6 | Signing of Instrument of Transfer | 9 |
| 5.7 | Enquiry as to Title Not Required | 10 |
| 5.8 | Transfer Agent | 10 |
| 5.9 | Transfer Fee | 10 |
| 6. | Transmission of Shares | 10 |
| 6.1 | Legal Personal Representative Recognized on Death | 10 |
Page 1 of 41
| 6.2 | Rights of Legal Personal Representative | 10 |
| 6.3 | Registration of Legal Personal Representative | 10 |
| 7. | Purchase and Redemption of Shares | 11 |
| 7.1 | Company Authorized to Purchase or Redeem Shares | 11 |
| 7.2 | Purchase When Insolvent | 11 |
| 7.3 | Sale and Voting of Purchased Shares | 11 |
| 8. | Borrowing Powers | 11 |
| 9. | Alterations | 12 |
| 9.1 | Alteration of Authorized Share Structure | 12 |
| 9.2 | Special Rights and Restrictions | 12 |
| 9.3 | Change of Name | 12 |
| 9.4 | Other Alterations | 13 |
| 10. | Meetings of Shareholders | 13 |
| 10.1 | Annual General Meetings | 13 |
| 10.2 | Consent Resolution Instead of Meeting of Shareholders | 13 |
| 10.3 | Calling of Meetings of Shareholders | 13 |
| 10.4 | Notice for Meetings of Shareholders | 13 |
| 10.5 | A Notice of Resolution to Which Shareholders May Dissent | 13 |
| 10.6 | Record Date for Notice | 14 |
| 10.7 | Record Date for Voting | 14 |
| 10.8 | Failure to Give Notice and Waiver of Notice | 14 |
| 10.9 | Notice of Special Business at Meetings of Shareholders | 14 |
| 10.10 | Location of Meetings of Shareholders | 14 |
| 11. | Proceedings at Meetings of Shareholders | 15 |
| 11.1 | Special Business | 15 |
| 11.2 | Majority Required for a Special Resolution | 15 |
| 11.3 | Quorum | 15 |
| 11.4 | Other Persons May Attend | 15 |
| 11.5 | Requirement of Quorum | 15 |
| 11.6 | Lack of Quorum | 16 |
| 11.7 | Lack of Quorum at Succeeding Meeting | 16 |
| 11.8 | Chair | 16 |
| 11.9 | Selection of Alternate Chair | 16 |
| 11.10 | Adjournments | 16 |
| 11.11 | Notice of Adjourned Meeting | 16 |
| 11.12 | Decisions by Show of Hands, Verbal Statements, or Poll | 16 |
| 11.13 | Declaration of Result | 17 |
| 11.14 | Motion Need Not be Seconded | 17 |
| 11.15 | Casting Vote | 17 |
| 11.16 | Manner of Taking Poll | 17 |
| 11.17 | Demand for Poll on Adjournment | 17 |
| 11.18 | Chair Must Resolve Dispute | 17 |
| 11.19 | Casting of Votes | 17 |
| 11.20 | No Demand for Poll on Election of Chair | 17 |
| 11.21 | Demand for Poll Not to Prevent Continuance of Meeting | 18 |
| 11.22 | Retention of Ballots and Proxies | 18 |
| 12. | Votes of Shareholders | 18 |
| 12.1 | Number of Votes by Shareholder or by Shares | 18 |
| 12.2 | Votes of Persons in Representative Capacity | 18 |
Page 2 of 41
| 12.3 | Votes by Joint Holders | 18 |
| 12.4 | Legal Personal Representatives as Joint Shareholders | 18 |
| 12.5 | Representative of a Corporate Shareholder | 18 |
| 12.6 | Proxy Provisions Do Not Apply to All Companies | 19 |
| 12.7 | Appointment of Proxy Holders | 19 |
| 12.8 | Alternate Proxy Holders | 19 |
| 12.9 | When Proxy Holder Need Not Be Shareholder | 19 |
| 12.10 | Deposit of Proxy | 20 |
| 12.11 | Validity of Proxy Vote | 20 |
| 12.12 | Form of Proxy | 20 |
| 12.13 | Revocation of Proxy | 20 |
| 12.14 | Revocation of Proxy Must Be Signed | 21 |
| 12.15 | Production of Evidence of Authority to Vote | 21 |
| 13. | Directors | 21 |
| 13.1 | First Directors; Number of Directors | 21 |
| 13.2 | Change in Number of Directors | 21 |
| 13.3 | Directors’ Acts Valid Despite Vacancy | 22 |
| 13.4 | Qualifications of Directors | 22 |
| 13.5 | Remuneration of Directors | 22 |
| 13.6 | Reimbursement of Expenses of Directors | 22 |
| 13.7 | Special Remuneration for Directors | 22 |
| 13.8 | Gratuity, Pension or Allowance on Retirement of Director | 22 |
| 14. | Election and Removal of Directors | 22 |
| 14.1 | Election at Annual General Meeting | 22 |
| 14.2 | Consent to be a Director | 22 |
| 14.3 | Failure to Elect or Appoint Directors | 23 |
| 14.4 | Places of Retiring Directors Not Filled | 23 |
| 14.5 | Directors May Fill Casual Vacancies | 23 |
| 14.6 | Remaining Directors’ Power to Act | 23 |
| 14.7 | Shareholders May Fill Vacancies | 23 |
| 14.8 | Additional Directors | 23 |
| 14.9 | Ceasing to be a Director | 24 |
| 14.10 | Removal of Director by Shareholders | 24 |
| 14.11 | Removal of Director by Directors | 24 |
| 14.12 | Nominations Of Directors | 24 |
| 15. | Alternate Directors | 26 |
| 15.1 | Appointment of Alternate Director | 26 |
| 15.2 | Notice of Meetings | 26 |
| 15.3 | Alternate for More Than One Director Attending Meetings | 26 |
| 15.4 | Consent Resolutions | 27 |
| 15.5 | Alternate Director Not an Agent | 27 |
| 15.6 | Revocation of Appointment of Alternate Director | 27 |
| 15.7 | Ceasing to be an Alternate Director | 27 |
| 15.8 | Remuneration and Expenses of Alternate Director | 27 |
| 16. | Powers and Duties of Directors | 27 |
| 16.1 | Powers of Management | 27 |
| 16.2 | Appointment of Attorney of Company | 27 |
| 16.3 | Setting the Remuneration of Auditors | 28 |
Page 3 of 41
Page 4 of 41
| 22.11 | Fractional Dividends | 35 |
| 22.12 | Payment of Dividends | 35 |
| 22.13 | Capitalization of Retained Earnings or Surplus | 35 |
| 23. | Documents, Records and Reports | 35 |
| 23.1 | Recording of Financial Affairs | 35 |
| 23.2 | Inspection of Accounting Records | 35 |
| 24. | Notices | 35 |
| 24.1 | Method of Giving Notice | 35 |
| 24.2 | Deemed Receipt of Mailing | 36 |
| 24.3 | Certificate of Sending | 36 |
| 24.4 | Notice to Joint Shareholders | 36 |
| 24.5 | Notice to Legal Personal Representatives and Trustees | 36 |
| 24.6 | Undelivered Notices | 37 |
| 25. | Seal | 37 |
| 25.1 | Who May Attest Seal | 37 |
| 25.2 | Sealing Copies | 37 |
| 25.3 | Mechanical Reproduction of Seal | 37 |
| 26. | Mechanical Reproductions of Signatures | 37 |
| 26.1 | Instruments may be Mechanically Signed | 37 |
| 26.2 | Definitions of Instruments | 38 |
| 27. | Prohibitions | 38 |
| 27.1 | Definitions | 38 |
| 27.2 | Application | 38 |
| 27.3 | Consent Required for Transfer of Shares or Designated Securities | 38 |
| 28. | CLASS A PREFERRED SHARES | 38 |
Page 5 of 41
Province of British Columbia
Business Corporations Act
Articles of Verdera Energy CORP.
(the “Company”)
| 1. | Interpretation |
| 1.1 | Definitions |
In these Articles, unless the context otherwise requires:
| (a) | “board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being; |
| (b) | “Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; |
| (c) | “Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act; |
| (d) | “legal personal representative” means the personal or other legal representative of the shareholder; |
| (e) | “registered address” of a shareholder means the shareholder’s address as recorded in the central securities register; |
| (f) | “seal” means the seal of the Company, if any; |
| (g) | “solicitor of the Company” means any partner, associate or articled student of the law firm retained by the Company in respect of the matter in connection with which the term is used. |
| 1.2 | Business Corporations Act and Interpretation Act Definitions Applicable |
The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to and form a part of these Articles. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.
| 2. | Shares and Share Certificates |
| 2.1 | Authorized Share Structure |
The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.
| 2.2 | Form of Share Certificate |
Each share certificate issued by the Company shall be in such form as the directors may determine and approve and must comply with, and be signed as required by, the Business Corporations Act.
Page 6 of 41
| 2.3 | Shareholder Entitled to Certificate or Acknowledgment |
Shares may be issued without a share certificate or written acknowledgment. Upon request, however, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgement and delivery of a share certificate or acknowledgement to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.
| 2.4 | Delivery by Mail |
Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.
| 2.5 | Replacement of Worn Out or Defaced Certificate or Acknowledgement |
If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:
| (a) | order the share certificate or acknowledgment, as the case may be, to be cancelled; and |
| (b) | issue a replacement share certificate or acknowledgment, as the case may be. |
| 2.6 | Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment |
If a share certificate or a non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:
| (a) | proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and |
| (b) | any indemnity the directors consider adequate. |
| 2.7 | Splitting Share Certificates |
If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.
| 2.8 | Certificate Fee |
There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.
| 2.9 | Recognition of Trusts |
Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.
Page 7 of 41
| 3. | Issue of Shares |
| 3.1 | Directors Authorized |
Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.
| 3.2 | Commissions and Discounts |
The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.
| 3.3 | Brokerage |
The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.
| 3.4 | Conditions of Issue |
Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:
| (a) | consideration is provided to the Company for the issue of the share by one or more of the following: |
| (1) | past services performed for the Company; |
| (2) | property; or |
| (3) | money; and |
| (b) | the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1. |
| 3.5 | Share Purchase Warrants and Rights |
Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.
| 4. | Share Registers |
| 4.1 | Central Securities Register |
The Company must maintain a central securities register in accordance with the provisions of the Business Corporations Act. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.
Page 8 of 41
| 4.2 | Closing Register |
The Company must not at any time close its central securities register.
| 5. | Share Transfers |
| 5.1 | Private Issuer Restrictions |
The provisions of Article 27 shall apply to any proposed transfer of a share of the Company.
| 5.2 | Registering Transfers where Certificate or Acknowledgement |
A transfer of a share of the Company for which a share certificate has been issued or for which the shareholder has received a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:
| (a) | an instrument of transfer, duly executed by the transferor or a duly authorized attorney of the transferor, in respect of the share; |
| (b) | if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate; |
| (c) | if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment; and |
| (d) | such other evidence, if any, as the directors or the transfer agent may require to prove the title of the transferor or his duly authorized attorney or the right to transfer the shares, and the right of the transferee to have the transfer registered. |
| 5.3 | Registering Transfers where no Certificate or Acknowledgement |
A transfer of a share of the Company for which a share certificate has not been issued or for which the shareholder has not received a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate (for example, where shares are issued in book-only form), must not be registered unless the requirements for transfer as approved by the directors have been met.
| 5.4 | Form of Instrument of Transfer |
The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors from time to time.
| 5.5 | Transferor Remains Shareholder |
Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.
| 5.6 | Signing of Instrument of Transfer |
If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:
| (a) | in the name of the person named as transferee in that instrument of transfer; or |
Page 9 of 41
| (b) | if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered. |
| 5.7 | Enquiry as to Title Not Required |
Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.
| 5.8 | Transfer Agent |
The Company may appoint one or more trust companies or agents as its transfer agent for the purpose of issuing, countersigning, registering, transferring and certifying the shares and share certificates of the Company.
| 5.9 | Transfer Fee |
There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.
| 6. | Transmission of Shares |
| 6.1 | Legal Personal Representative Recognized on Death |
In case of the death of a shareholder, the legal personal representative of the shareholder, in the case of shares registered in the shareholders’ name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.
| 6.2 | Rights of Legal Personal Representative |
Subject to Article 6.1, on death or bankruptcy, the legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.
| 6.3 | Registration of Legal Personal Representative |
Any person becoming entitled to a share in consequence of the death or bankruptcy of a shareholder shall, upon such documents and evidence being produced to the Company as the Business Corporations Act requires, or who becomes entitled to a share as a result of an order of a court of competent jurisdiction or a statute, has the right either to be registered as a shareholder in his representative capacity in respect of such share, or, if he is a personal representative, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made; but the directors shall, as regards a transfer by a personal representative or trustee in bankruptcy, have the same right, if any, to decline or suspend registration of a transferee as they would have in the case of a transfer of a share by the deceased or bankrupt person before the death or bankruptcy.
Page 10 of 41
| 7. | Purchase and Redemption of Shares |
| 7.1 | Company Authorized to Purchase or Redeem Shares |
Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase, redeem or otherwise acquire any of its shares at the price and upon the terms the directors determine. The Company may, by a resolution of directors, cancel any of its shares purchased by the Company, and upon the cancellation of such shares the number of issued shares shall be reduced accordingly.
| 7.2 | Purchase When Insolvent |
The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:
| (a) | the Company is insolvent; or |
| (b) | making the payment or providing the consideration would render the Company insolvent. |
| 7.3 | Sale and Voting of Purchased Shares |
If the Company retains a share purchased, redeemed or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:
| (a) | is not entitled to vote the share at a meeting of its shareholders; |
| (b) | must not pay a dividend in respect of the share; and |
| (c) | must not make any other distribution in respect of the share. |
| 8. | Borrowing Powers |
The Company, if authorized by the directors, may:
| (a) | borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; |
| (b) | issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; |
| (c) | guarantee the repayment of money by any other person or the performance of any obligation of any other person; and |
| (d) | mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company. |
Any bonds, debentures or other debt obligations of the Company may be issued at a discount, premium or otherwise, and with any special privileges as to redemption, surrender, drawings, allotment of or conversion into or exchange for shares or other securities, attending and voting at general meetings of the Company, appointment of directors or otherwise and may by their terms be assignable free from any equities between the Company and the person to whom they were issued or any subsequent holder thereof, all as the directors may determine.
Page 11 of 41
| 9. | Alterations |
| 9.1 | Alteration of Authorized Share Structure |
Subject to Article 9.2 and the Business Corporations Act, the Company may:
| (a) | either by directors’ resolution or by ordinary resolution, at the election of the directors in their sole discretion: |
| (1) | create one or more classes or series of shares or, if none of the shares of a class are allotted or issued, eliminate that class of shares; |
| (2) | increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established; |
| (3) | subdivide or consolidate all or any of its unissued, or fully paid issued, shares; |
| (4) | if the Company is authorized to issue shares of a class of shares with par value: |
| i | decrease the par value of those shares; or |
| ii | if none of the shares of that class of shares are allotted or issued, increase the par value of those shares; |
| (5) | change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value; |
| (6) | alter the identifying name of any of its shares; |
| (7) | otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act; or |
| (b) | by ordinary resolution otherwise alter its shares or authorized share structure; |
and alter its Articles and Notice of Articles accordingly.
| 9.2 | Special Rights and Restrictions |
Subject to the Business Corporations Act, the Company may by ordinary resolution:
| (a) | create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or |
| (b) | by ordinary resolution vary or delete any special rights or restrictions attached to the shares of any class or series, whether or not any or all of those shares have been issued |
and alter its Articles and Notice of Articles accordingly.
| 9.3 | Change of Name |
The Company may by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize an alteration of its Notice of Articles in order to change its name.
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| 9.4 | Other Alterations |
The Company, save as otherwise provided by these Articles and subject to the Business Corporations Act, may:
| (a) | by directors’ resolution or by ordinary resolution, in each case as determined by the directors, authorize alterations to the Articles that are procedural or administrative in nature or are matters that pursuant to these Articles are solely within the directors’ powers, control or authority; and |
| (b) | if the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by ordinary resolution alter these Articles. |
| 10. | Meetings of Shareholders |
| 10.1 | Annual General Meetings |
Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and thereafter must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.
| 10.2 | Consent Resolution Instead of Meeting of Shareholders |
If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.
| 10.3 | Calling of Meetings of Shareholders |
The directors may, whenever they think fit, call a meeting of shareholders.
| 10.4 | Notice for Meetings of Shareholders |
The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution and any notice of a general meeting, class meeting or series meeting or to consider approving the adoption of an amalgamation agreement, the approval of any amalgamation into a foreign jurisdiction or the approval of any arragement), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by directors’ resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:
| (a) | if and for so long as the Company is a public company, 21 days; |
| (b) | otherwise, 10 days. |
| 10.5 | A Notice of Resolution to Which Shareholders May Dissent |
The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent and a copy of the proposed resolution at lease the following number of days before the meeting:
| (a) | if and for so long as the Company is a public company, 21 days; |
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| (b) | otherwise, 10 days. |
| 10.6 | Record Date for Notice |
The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:
| (a) | if and for so long as the Company is a public company, 21 days; |
| (b) | otherwise, 10 days. |
If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
| 10.7 | Record Date for Voting |
The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
| 10.8 | Failure to Give Notice and Waiver of Notice |
The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
| 10.9 | Notice of Special Business at Meetings of Shareholders |
If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:
| (a) | state the general nature of the special business; and |
| (b) | if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders: |
| (1) | at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and |
| (2) | during statutory business hours on any one or more specified days before the day set for the holding of the meeting. |
| 10.10 | Location of Meetings of Shareholders |
The Company will hold meetings of shareholders in British Columbia, subject to the directors, by resolution, approving a location for such meetings outside of British Columbia.
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| 11. | Proceedings at Meetings of Shareholders |
| 11.1 | Special Business |
At a meeting of shareholders, the following business is special business:
| (a) | at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting; |
| (b) | at an annual general meeting, all business is special business except for the following: |
| (1) | business relating to the conduct of or voting at the meeting; |
| (2) | consideration of any financial statements of the Company presented to the meeting; |
| (3) | consideration of any reports of the directors or auditor; |
| (4) | the setting or changing of the number of directors; |
| (5) | the election or appointment of directors; |
| (6) | the appointment of an auditor; |
| (7) | the setting of the remuneration of an auditor; |
| (8) | business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution; |
| (9) | any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders. |
| 11.2 | Majority Required for a Special Resolution |
The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.
| 11.3 | Quorum |
Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person who is a shareholder, or who is otherwise permitted to vote shares of the Company at a meeting of shareholders pursuant to these articles, present in person or by proxy.
| 11.4 | Other Persons May Attend |
The directors, the president (if any), the secretary (if any), the assistant secretary (if any), any solicitor for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.
| 11.5 | Requirement of Quorum |
No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.
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| 11.6 | Lack of Quorum |
If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:
| (a) | in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and |
| (b) | in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place. |
| 11.7 | Lack of Quorum at Succeeding Meeting |
If, at the meeting to which the meeting referred to in Article 11.6(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.
| 11.8 | Chair |
The following individuals are entitled to preside as chair at a meeting of shareholders:
| (a) | the chair of the board, if any; or |
| (b) | if no chair of the board exists or is present and willing to act as chair of the meeting, the president of the Company; or |
| (c) | if the chair of the board, and the president of the Company are absent or unwilling to act as chair of the meeting, the solicitor of the Company. |
| 11.9 | Selection of Alternate Chair |
If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, and the solicitor of the Company is absent or unwilling to act as chair of the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.
| 11.10 | Adjournments |
The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
| 11.11 | Notice of Adjourned Meeting |
It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.
| 11.12 | Decisions by Show of Hands, Verbal Statements, or Poll |
Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy. In determining the result of a vote by show of hands, shareholders present by telephone or other communications medium in which all shareholders and proxy holders entitled to attend and participate in voting at the meeting are able to communicate with each other, may indicate their vote verbally or, otherwise in such manner as clearly evidences their vote and is accepted by the chair of the meeting.
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| 11.13 | Declaration of Result |
The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.12, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.
| 11.14 | Motion Need Not be Seconded |
No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.
| 11.15 | Casting Vote |
In case of an equality of votes either on a show of hands or on a poll, the chair of a meeting of shareholders will not have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.
| 11.16 | Manner of Taking Poll |
Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:
| (a) | the poll must be taken: |
| (1) | at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and |
| (2) | in the manner, at the time and at the place that the chair of the meeting directs; |
| (b) | the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and |
| (c) | the demand for the poll may be withdrawn by the person who demanded it. |
| 11.17 | Demand for Poll on Adjournment |
A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.
| 11.18 | Chair Must Resolve Dispute |
In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.
| 11.19 | Casting of Votes |
On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.
| 11.20 | No Demand for Poll on Election of Chair |
No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.
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| 11.21 | Demand for Poll Not to Prevent Continuance of Meeting |
The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.
| 11.22 | Retention of Ballots and Proxies |
The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.
| 12. | Votes of Shareholders |
| 12.1 | Number of Votes by Shareholder or by Shares |
Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:
| (a) | on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and |
| (b) | on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy. |
| 12.2 | Votes of Persons in Representative Capacity |
A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.
| 12.3 | Votes by Joint Holders |
If there are joint shareholders registered in respect of any share:
| (a) | any one of the joint shareholders may vote at any meeting of shareholders, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or |
| (b) | if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted. |
| 12.4 | Legal Personal Representatives as Joint Shareholders |
Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.
| 12.5 | Representative of a Corporate Shareholder |
If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:
| (a) | for that purpose, the instrument appointing a representative must: |
| (1) | be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or |
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| (2) | be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting; |
| (b) | if a representative is appointed under this Article 12.5: |
| (1) | the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and |
| (2) | the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting. |
Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.
| 12.6 | Proxy Provisions Do Not Apply to All Companies |
Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.
| 12.7 | Appointment of Proxy Holders |
Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.
| 12.8 | Alternate Proxy Holders |
A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.
| 12.9 | When Proxy Holder Need Not Be Shareholder |
A person must not be appointed as a proxy holder unless:
| (a) | the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if: |
| (1) | the person appointing the proxy holder is a company or a representative of a company appointed under Article 12.5; |
| (2) | the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting; or |
| (3) | the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or |
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| (b) | the person is a director, officer or the solicitor of the Company. |
| 12.10 | Deposit of Proxy |
A proxy for a meeting of shareholders must:
| (a) | be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting; or |
| (b) | unless the notice provides otherwise, be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting. |
A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.
| 12.11 | Validity of Proxy Vote |
A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:
| (a) | at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or |
| (b) | by the chair of the meeting, before the vote is taken. |
| 12.12 | Form of Proxy |
A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:
[name of company]
(the “Company”)
The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.
Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder): _____________________
Signed [month, day, year]
______________________
[Signature of shareholder]
______________________
[Name of shareholder—printed]
| 12.13 | Revocation of Proxy |
Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:
| (a) | received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or |
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| (b) | provided, at the meeting, to the chair of the meeting. |
| 12.14 | Revocation of Proxy Must Be Signed |
An instrument referred to in Article 12.13 must be signed as follows:
| (a) | if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy; |
| (b) | if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5. |
| 12.15 | Production of Evidence of Authority to Vote |
The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.
| 13. | Directors |
| 13.1 | First Directors; Number of Directors |
If the Company is not a pre-existing company under the Business Corporations Act, the first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:
| (a) | subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company’s first directors if applicable; |
| (b) | if the Company is a public company, the greater of three and the most recently set of: |
| (1) | the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and |
| (2) | the number of directors set under Article 14.4; |
| (c) | if the Company is not a public company, the most recently set of: |
| (1) | the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and |
| (2) | the number of directors set under Article 14.4. |
| 13.2 | Change in Number of Directors |
If the number of directors is set under Articles 13.1(b)(1) or 13.1(c)(1):
| (a) | the shareholders may contemporaneously elect or appoint the directors up to that number; and |
| (b) | subject to Article 14.8, if the shareholders do not contemporaneously elect or appoint the number of directors set resulting in vacancies, then the directors may appoint, or failing which the shareholders may elect or appoint, directors to fill those vacancies. |
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| 13.3 | Directors’ Acts Valid Despite Vacancy |
An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.
| 13.4 | Qualifications of Directors |
A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.
| 13.5 | Remuneration of Directors |
The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.
| 13.6 | Reimbursement of Expenses of Directors |
The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.
| 13.7 | Special Remuneration for Directors |
If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.
| 13.8 | Gratuity, Pension or Allowance on Retirement of Director |
Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.
| 14. | Election and Removal of Directors |
| 14.1 | Election at Annual General Meeting |
At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:
| (a) | the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors set under these Articles from time to time; and |
| (b) | all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment. |
| 14.2 | Consent to be a Director |
No election, appointment or designation of an individual as a director is valid unless:
| (a) | that individual consents to be a director in the manner provided for in the Business Corporations Act; |
| (b) | that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or |
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| (c) | with respect to first directors, the designation is otherwise valid under the Business Corporations Act. |
| 14.3 | Failure to Elect or Appoint Directors |
If:
| (a) | the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or |
| (b) | the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors; |
then each director then in office continues to hold office until the earlier of:
| (a) | when his or her successor is elected or appointed; and |
| (b) | when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles. |
| 14.4 | Places of Retiring Directors Not Filled |
If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.
| 14.5 | Directors May Fill Casual Vacancies |
Any casual vacancy occurring in the board of directors may be filled by the directors.
| 14.6 | Remaining Directors’ Power to Act |
The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.
| 14.7 | Shareholders May Fill Vacancies |
If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, then failing the filling of any vacancies as set forth in Article 14.6, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.
| 14.8 | Additional Directors |
Notwithstanding Articles 13.1 and 13.2, between annual general meetings or resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:
| (a) | one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or |
| (b) | in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8. |
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Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.
| 14.9 | Ceasing to be a Director |
A director ceases to be a director when:
| (a) | the term of office of the director expires; |
| (b) | the director dies; |
| (c) | the director resigns as a director by notice in writing provided to the Company or a solicitor for the Company; or |
| (d) | the director is removed from office pursuant to Articles 14.10 or 14.11. |
| 14.10 | Removal of Director by Shareholders |
The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.
| 14.11 | Removal of Director by Directors |
The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.
| 14.12 | Nominations Of Directors |
| (a) | This Article 14.12 only applies to the Company if and for so long as it is a public company. |
| (b) | Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors: |
| (1) | by or at the direction of the board, including pursuant to a notice of meeting; |
| (2) | by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act, or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act; or |
| (3) | by any person who: |
| (i) | at the close of business on the date of the giving of the notice provided for in this Article 14.12 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns one or more shares that are entitled to be voted at such meeting; and |
| (ii) | complies with the notice procedures set forth below in this Article 14.12, |
(a “Nominating Shareholder”).
| (c) | In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Company, if any, or such other officer of the Company acting in that capacity, at the principal executive offices of the Company. |
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| (d) | To be timely, a Nominating Shareholder’s notice under Article 14.12(c) must be made: |
| (1) | in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders, provided that (i) if the Company chooses to use notice and access to deliver meeting materials, the time frame will be not less than 40 and no more than 65 days; and (ii) if the annual meeting of shareholders is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the meeting was made (the “Notice Date”), notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and |
| (2) | in the case of a special meeting of shareholders which is not also an annual meeting, and is called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the Notice Date. |
In no event shall any adjournment or postponement of a meeting of shareholders, or the announcement of an adjournment or postponement, commence a new time period for the giving of a Nominating Shareholder’s notice as described above.
| (e) | To be in proper written form, a Nominating Shareholder’s notice under Article 14.12(c) must set forth: |
| (1) | for each person whom the Nominating Shareholder proposes to nominate for election as a director: |
| (i) | the name, age, business address and residential address of the person; |
| (ii) | the principal occupation or employment of the person; |
| (iii) | the class or series and number of shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the date of the notice and as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred); and |
| (iv) | any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below); and |
| (2) | for the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act and Applicable Securities Laws (as defined below). |
| (f) | The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee. |
| (g) | No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12, provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder at a meeting of shareholders of any matter, other than the nomination of directors, in respect of which the shareholder would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in this Article 14.12 and, if any proposed nomination is not in compliance with this Article 14.12, to declare that such defective nomination shall be disregarded. |
| (h) | For purposes of this Article 14.12: |
| (1) | “public announcement” shall mean disclosure in: |
| (i) | a press release reported by a national news service in Canada; or |
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| (ii) | a document publicly filed by the Company under its profile on the System of Electronic Document Analysis and Retrieval (SEDAR), or such other electronic disclosure service as the Company is required to utilize for the filing of continuous disclosure documents pursuant to Applicable Securities Laws; and |
| (2) | “Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such legislation, and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada. |
| (i) | Notice given under Article 14.12(c) may only be given by personal delivery, facsimile transmission or email, and shall be deemed to have been given and made at the time it is sent to the secretary of the Company, if any, or such other officer of the Company acting in that capacity, by: |
| (1) | personal delivery to the address of the principal executive offices of the Company; |
| (2) | facsimile transmission, at such facsimile number as stipulated from time to time for the purposes of this notice by the secretary of the Company, if any, or such other officer of the Company acting in that capacity, and provided that receipt of confirmation of such transmission has been received; or |
| (3) | email, at such email address as stipulated from time to time for the purposes of this notice by the secretary of the Company, if any, or such other officer of the Company acting in that capacity, and provided that receipt of confirmation of such transmission has been received. |
If such delivery or electronic communication is made on a day which is a not a business day in Vancouver, British Columbia, or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.
| (j) | Notwithstanding any other provision of this Article 14.12, the board may, in its sole discretion, waive any requirement of this Article 14.12. |
| 15. | Alternate Directors |
| 15.1 | Appointment of Alternate Director |
Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.
| 15.2 | Notice of Meetings |
Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.
| 15.3 | Alternate for More Than One Director Attending Meetings |
A person may be appointed as an alternate director by more than one director, and an alternate director:
| (a) | will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity; |
| (b) | has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity; |
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| (c) | will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity; |
| (d) | has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity. |
| 15.4 | Consent Resolutions |
Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.
| 15.5 | Alternate Director Not an Agent |
Every alternate director is deemed not to be the agent of his or her appointor.
| 15.6 | Revocation of Appointment of Alternate Director |
An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.
| 15.7 | Ceasing to be an Alternate Director |
The appointment of an alternate director ceases when:
| (a) | his or her appointor ceases to be a director and is not promptly re-elected or re-appointed; |
| (b) | the alternate director dies; |
| (c) | the alternate director resigns as an alternate director by notice in writing provided to the Company or a solicitor for the Company; |
| (d) | the alternate director ceases to be qualified to act as a director; or |
| (e) | his or her appointor revokes the appointment of the alternate director. |
| 15.8 | Remuneration and Expenses of Alternate Director |
The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.
| 16. | Powers and Duties of Directors |
| 16.1 | Powers of Management |
The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.
| 16.2 | Appointment of Attorney of Company |
The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.
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| 16.3 | Setting the Remuneration of Auditors |
The directors may from time to time set the remuneration of the auditors of the Company.
| 17. | Disclosure of Interests Of Directors And Officers |
| 17.1 | Obligation to Account for Profits |
A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.
| 17.2 | Restrictions on Voting by Reason of Interest |
A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.
| 17.3 | Interested Director Counted in Quorum |
A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.
| 17.4 | Disclosure of Conflict of Interest or Property |
A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.
| 17.5 | Director Holding Other Office in the Company |
A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.
| 17.6 | No Disqualification |
No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.
| 17.7 | Professional Services by Director or Officer |
Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.
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| 17.8 | Director or Officer in Other Corporations |
A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.
| 18. | Proceedings of Directors |
| 18.1 | Meetings of Directors |
The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.
| 18.2 | Voting at Meetings |
Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.
| 18.3 | Chair of Meetings |
The following individual is entitled to preside as chair at a meeting of directors:
| (a) | the chair of the board, if any; |
| (b) | in the absence of the chair of the board, the president, if any, if the president is a director; or |
| (c) | any other director chosen by the directors if: |
| (1) | neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting; |
| (2) | neither the chair of the board nor the president, if a director, is willing to chair the meeting; or |
| (3) | the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting. |
| 18.4 | Meetings by Telephone or Other Communications Medium |
A director may participate in a meeting of the directors or of any committee of the directors:
| (a) | in person; |
| (b) | by telephone; or |
| (c) | with the consent of all directors, by other communications medium; |
if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.
| 18.5 | Calling of Meetings |
A director may, and the president, secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.
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| 18.6 | Notice of Meetings |
Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.
| 18.7 | When Notice Not Required |
It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:
| (a) | the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or |
| (b) | the director or alternate director, as the case may be, has waived notice of the meeting. |
| 18.8 | Meeting Valid Despite Failure to Give Notice |
The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.
| 18.9 | Waiver of Notice of Meetings |
Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
| 18.10 | Quorum |
The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is no less than half of the directors then in office or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.
| 18.11 | Validity of Acts Where Appointment Defective |
Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.
| 18.12 | Consent Resolutions in Writing |
A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, e-mail or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.
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| 19. | Executive and Other Committees |
| 19.1 | Appointment and Powers of Executive Committee |
The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:
| (a) | the power to fill vacancies in the board of directors; |
| (b) | the power to remove a director; |
| (c) | the power to change the membership of, or fill vacancies in, any committee of the directors; and |
| (d) | such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution. |
| 19.2 | Appointment and Powers of Other Committees |
The directors may, by resolution:
| (a) | appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate; |
| (b) | delegate to a committee appointed under paragraph (a) any of the directors’ powers, except: |
| (1) | the power to fill vacancies in the board of directors; |
| (2) | the power to remove a director; |
| (3) | the power to change the membership of, or fill vacancies in, any committee of the directors; and |
| (4) | the power to appoint or remove officers appointed by the directors; and |
| (c) | make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution. |
| 19.3 | Obligations of Committees |
Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:
| (a) | conform to any rules that may from time to time be imposed on it by the directors; and |
| (b) | report every act or thing done in exercise of those powers at such times as the directors may require. |
| 19.4 | Powers of Board |
The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:
| (a) | revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding; |
| (b) | terminate the appointment of, or change the membership of, the committee; and |
| (c) | fill vacancies in the committee. |
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| 19.5 | Committee Meetings |
Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:
| (a) | the committee may meet and adjourn as it thinks proper; |
| (b) | the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting; |
| (c) | a majority of the members of the committee constitutes a quorum of the committee; and |
| (d) | questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote. |
| 20. | Officers |
| 20.1 | Directors May Appoint Officers |
The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.
| 20.2 | Functions, Duties and Powers of Officers |
The directors may, for each officer:
| (a) | determine the functions and duties of the officer; |
| (b) | entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and |
| (c) | revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer. |
| 20.3 | Qualifications |
No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as a managing director must be a director. Any other officer need not be a director.
| 20.4 | Remuneration and Terms of Appointment |
All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.
| 21. | Indemnification |
| 21.1 | Definitions |
In this Article 21:
| (a) | “eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding; |
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| (b) | “eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company: |
| (1) | is or may be joined as a party; or |
| (2) | is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding; |
| (c) | “expenses” has the meaning set out in the Business Corporations Act. |
| 21.2 | Mandatory Indemnification of Eligible Parties |
Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.
| 21.3 | Indemnification of Other Persons |
Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.
| 21.4 | Non-Compliance with Business Corporations Act |
The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or, these Articles or, if applicable, any former Companies Act or former Articles does not invalidate any indemnity to which he or she is entitled under this Part.
| 21.5 | Company May Purchase Insurance |
The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:
| (a) | is or was a director, alternate director, officer, employee or agent of the Company; |
| (b) | is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company; |
| (c) | at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity; |
| (d) | at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity; |
against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.
| 22. | Dividends |
| 22.1 | Payment of Dividends Subject to Special Rights |
The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.
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| 22.2 | Declaration of Dividends |
Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.
| 22.3 | No Notice Required |
The directors need not give notice to any shareholder of any declaration under Article 22.2.
| 22.4 | Record Date |
The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.
| 22.5 | Manner of Paying Dividend |
A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.
| 22.6 | Settlement of Difficulties |
If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:
| (a) | set the value for distribution of specific assets; |
| (b) | determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and |
| (c) | vest any such specific assets in trustees for the persons entitled to the dividend. |
| 22.7 | When Dividend Payable |
Any dividend may be made payable on such date as is fixed by the directors.
| 22.8 | Dividends to be Paid in Accordance with Number of Shares |
All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.
| 22.9 | Receipt by Joint Shareholders |
If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.
| 22.10 | Dividend Bears No Interest |
No dividend bears interest against the Company.
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| 22.11 | Fractional Dividends |
If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.
| 22.12 | Payment of Dividends |
Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the registered address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.
| 22.13 | Capitalization of Retained Earnings or Surplus |
Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.
| 23. | Documents, Records and Reports |
| 23.1 | Recording of Financial Affairs |
The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.
| 23.2 | Inspection of Accounting Records |
Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.
| 24. | Notices |
| 24.1 | Method of Giving Notice |
Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:
| (a) | mail addressed to the person at the applicable address for that person as follows: |
| (1) | for a record mailed to a shareholder, the shareholder’s registered address; |
| (2) | for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class; |
| (3) | in any other case, the mailing address of the intended recipient; |
| (b) | delivery at the applicable address for that person as follows, addressed to the person: |
| (1) | for a record delivered to a shareholder, the shareholder’s registered address; |
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| (2) | for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class; |
| (3) | in any other case, the delivery address of the intended recipient; |
| (c) | sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class; |
| (d) | sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class; |
| (e) | physical delivery to the intended recipient; and |
| (f) | delivery in such other manner as may be approved by the directors and reasonably evidenced. |
| 24.2 | Deemed Receipt of Mailing |
A notice, statement, report or other record that is:
| (a) | mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, (Saturdays, Sundays and holidays excepted), following the date of mailing; |
| (b) | faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and |
| (c) | e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed. |
| 24.3 | Certificate of Sending |
A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence of that fact.
| 24.4 | Notice to Joint Shareholders |
A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.
| 24.5 | Notice to Legal Personal Representatives and Trustees |
A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:
| (a) | mailing the record, addressed to them: |
| (1) | by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and |
| (2) | at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or |
| (b) | if an address referred to in paragraph (a)(2) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred. |
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| 24.6 | Undelivered Notices |
If any record sent to a shareholder pursuant to Article 24.1 is returned on two consecutive occasions because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.
| 25. | Seal |
| 25.1 | Who May Attest Seal |
Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:
| (a) | any two directors; |
| (b) | any officer, together with any director; |
| (c) | if the Company only has one director, that director; or |
| (d) | any one or more directors or officers or persons as may be determined by the directors. |
| 25.2 | Sealing Copies |
For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.
| 25.3 | Mechanical Reproduction of Seal |
The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.
| 26. | Mechanical Reproductions of Signatures |
| 26.1 | Instruments may be Mechanically Signed |
The signature of any officer, director, registrar, branch registrar, transfer agent or branch transfer agent of the Company, unless otherwise required by the Business Corporations Act or by these Articles, may, if authorized by the directors, be printed, lithographed, engraved or otherwise mechanically reproduced upon all instruments executed or issued by the Company or any officer thereof; and any instrument on which the signature of any such person is so reproduced shall be deemed to have been manually signed by such person whose signature is so reproduced and shall be as valid to all intents and purposes as if such instrument had been signed manually, and notwithstanding that the person whose signature is so reproduced may have ceased to hold the office that he is stated on such instrument to hold at the date or issue of such instrument.
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| 26.2 | Definitions of Instruments |
The term "instrument" as used in Article 26.1 shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, agreements, releases, receipts and discharges for the payment of money or other obligations, shares and share warrants of the Company, bonds, debentures and other debt obligations of the Company, and all paper writings.
| 27. | Prohibitions |
| 27.1 | Definitions |
In this Article 27:
| (a) | “designated security” means: |
| (1) | a voting security of the Company; |
| (2) | a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or |
| (3) | a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b); |
| (b) | “security” has the meaning assigned in the Securities Act (British Columbia); |
| (c) | “voting security” means a security of the Company that: |
| (1) | is not a debt security, and |
| (2) | carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing. |
| 27.2 | Application |
Article 27.3 does not apply to the Company if and for so long as it is a:
| (a) | public company; or |
| (b) | a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply. |
| 27.3 | Consent Required for Transfer of Shares or Designated Securities |
No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.
28. CLASS A PREFERRED SHARES
The authorized number of Class A Preferred Shares shall be unlimited. The Company shall have the authority to issue fractional shares of the Class A Preferred Shares. Each Class A Preferred Share shall be identical in all respects to every other Class A Preferred Share.
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There are attached to the Class A Preferred Shares as special rights and restrictions, the following:
| (a) | Voting Rights. |
| (1) | The special rights and restrictions of the Class A Preferred Shares may not be amended, modified, altered, replaced or cancelled without the approval of the holders of at least two-thirds of the outstanding Class A Preferred Shares, either by a vote of such shareholders or by written consent in lieu thereof. |
| (2) | In the case of a Change of Control, as defined herein, where a resolution of shareholders of the Company is required to approve such transaction, the holder of the Class A Preferred Shares shall have the same voting rights as the holders of Common Shares and shall be entitled to notice of any shareholders' meeting in accordance with the Articles of the Company, and, the holders of the Common Shares and the Class A Preferred Shares shall vote together as a single class on all such matters. The holder of Class A Preferred Shares shall be entitled to the number of votes equal to the number of shares of Common Shares into which such Class A Preferred Shares could then be converted. Fractional votes shall not be permitted. Any fractional voting rights resulting from the above formula (after aggregating all shares into which Class A Preferred Shares held by the holder could be converted) shall be rounded down to the nearest whole number. |
| (3) | The foregoing notwithstanding, unless the directors otherwise determine, the holder of the Class A Preferred Shares will not, except as otherwise specifically provided in the Business Corporations Act or herein, be entitled to receive notice of or vote at any meeting of the shareholders of the Company. |
| (b) | Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holder of Class A Preferred Shares shall be entitled to receive out of the assets and funds of the Company, any distribution of any of the assets or funds of the Company pari passu with the holders of the Common Shares determined based on the number of Common Shares into which such Class A Preferred Shares could be converted assuming the conversion thereof at the Exchange Rate. |
| (c) | Conversion. Each Class A Preferred Share shall be convertible on the terms and conditions set forth in this Article 28(c). |
| (1) | The number of validly issued, fully paid and non-assessable Common Shares issuable upon conversion of each Class A Preferred Share pursuant to Article 28(c)(2) shall be set at the rate of one Common Share for each Class A Preferred Share (1:1) subject to adjustment as provided herein (the “Exchange Rate”). |
| (2) | At the option of the holder of the Class A Preferred Shares if the Company has an effective registration statement filed with the United States Securities and Exchange Commission registering the resale and/or distribution by the holder of the Common Shares issued on conversion of the Class A Preferred Shares, when the holder sets a record date for distribution of shares to the holder's shareholders in accordance with section 2.05 of the share purchase agreement entered into between the holder of the Class A Preferred Shares, Verdera Energy Corp., and NM Energy Holding Canada Corp. dated March 17, 2025, the Class A Preferred Shares will convert into Common Shares of the Company at the Exchange Rate. |
| (3) | At the option of the holder of the Class A Preferred Shares, by delivering written notice to the Company specifying the number of Class A Preferred Shares to be converted and the proposed date of conversion (the “Conversion Date”), being a date that is not less than sixty-one (61) days after the Company receives such notice. On the Conversion Date, the Class A Preferred Shares will convert into Common Shares of the Company at the Exchange Rate. |
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| (4) | Fractional Shares on Adjustment. In the event of an adjustment pursuant to Article 28(e), then no fractional Common Shares will be issued upon the conversion of a Class A Preferred Share, and in lieu of any fractional shares to which a holder would otherwise be entitled, the number of Common Shares to be issued upon conversion of a Class A Preferred Share will be rounded down to the nearest whole share. |
| (d) | Redemption. The Class A Preferred Shares do not carry any redemption rights. |
| (e) | Adjustments. Subdivision or Consolidation. Without limiting any provision of Article 28(f), if the Company at any time: (i) subdivides (by any share split, share dividends, recapitalization or otherwise) its outstanding Common Shares into a greater number of shares, the Exchange Rate in effect immediately prior to such subdivision will be proportionately increased; or (ii) combines (by combination, reverse share split or otherwise) its outstanding Common Shares into a smaller number of shares, the Exchange Rate in effect immediately prior to such combination will be proportionately decreased. Any adjustment pursuant to this Article 28(e) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment pursuant to this Article 28(e) occurs during the period that an Exchange Rate is calculated hereunder, then the calculation of such Exchange Rate shall be adjusted appropriately to reflect such event. |
| (f) | Rights Upon Fundamental Transactions. |
| (1) | Change of Control. The Company shall not enter into or be party to a Change of Control unless the successor entity assumes in writing all of the obligations of the Company under these Articles, including agreements to deliver to the holder of Class A Preferred Shares in exchange for such Class A Preferred Shares a security of the successor entity evidenced by a written instrument substantially similar in form and substance to these terms and having similar ranking to the Class A Preferred Shares. Upon the occurrence of any Change of Control, the successor entity shall succeed to, and be substituted for (so that from and after the date of such fundamental transaction, the provisions of these terms and the other transaction documents referring to the “Company” shall refer instead to the successor entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under these terms and the other transaction documents with the same effect as if such successor entity had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Change of Control, the successor entity shall deliver to the holder confirmation that there shall be issued upon any exchange of the Class A Preferred Shares at any time after the consummation of such Change of Control, in lieu of the Common Shares issuable upon the exchange or conversion of the Class A Preferred Shares prior to or concurrent with such Change of Control, securities of the successor entity (including its parent entity, if applicable) carrying economic entitlements which are substantially similar to the Common Shares, provided, however that such securities may carry restrictions on transfer if required by law. The provisions of this Article 28(f)(1) shall apply similarly and equally to successive Changes of Control and shall be applied without regard to any limitations herein on the exchange of the Class A Preferred Shares. |
| (2) | Notice of Change of Control. The Company shall give the holder of the Class A Preferred Shares not less than ten (10) days’ advance notice of the consummation of a Change of Control. |
| (3) | Definition. “Change of Control”, as used in these Articles, means the first day that any one or more of the following conditions is satisfied, including, but not limited to, the signing of documents by all parties and approval by all regulatory agencies, if required: |
| (A) | the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or |
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| (B) | one of the following is consummated: |
| (I) | the sale or disposition of all or substantially all of the Company’s assets; |
| (II) | a merger, consolidation or other similar transaction involving the Company, other than (X) a merger, consolidation or other similar transaction that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction, or (Y) a merger, consolidation or other similar transaction that would result in at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction being held by one or more holders of securities that were holders of securities representing at least fifty percent (50%) of the combined voting power of the voting securities of the Company prior to such merger, consolidation or other similar transaction; or |
| (III) | the acquisition (other than an acquisition of securities from the Company in a private placement) by any one person, entity or more than one person or entity acting as a group, of ownership of the shares of the Company that, together with the shares of the Company then held by such person or group, constitutes more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; provided that if any such person or group is considered to own more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities, then the acquisition of additional equity by the same person, entity or group shall not be deemed to cause a Change of Control. |
| (g) | Dividends. The holder of the then outstanding Class A Preferred Shares shall be entitled to receive, out of any assets of the Company legally available therefore, dividends declared on the Common Shares determined based on the number of Common Shares into which such Class A Preferred Shares could be converted assuming the conversion thereof at the Exchange Rate. |
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Exhibit 4.1
POCML 7 INC.
AND
VERDERA ENERGY CORP.
AND
HAYWOOD SECURITIES INC.
AND
SCP RESOURCE FINANCE LP
AND
ODYSSEY TRUST COMPANY
SUBSCRIPTION RECEIPT AGREEMENT
Providing for the Issue of Subscription Receipts
Dated February 12, 2026
Table of Contents
| ARTICLE 1 – INTERPRETATION | 6 |
| 1.1 | Definitions | 6 |
| 1.2 | Interpretation | 11 |
| 1.3 | Headings, Etc | 11 |
| 1.4 | Day not a Business Day | 11 |
| 1.5 | Monetary References | 11 |
| 1.6 | Conflict | 11 |
| 1.7 | Meaning of “outstanding” for Certain Purposes | 11 |
| ARTICLE 2 – ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS | 12 |
| 2.1 | Issue of Subscription Receipts | 12 |
| 2.2 | Payment Acknowledgement | 12 |
| 2.3 | Terms and Issue of Subscription Receipts | 13 |
| 2.4 | Fractional Subscription Receipts | 15 |
| 2.5 | Register for Subscription Receipts | 17 |
| 2.6 | Registers Open for Inspection | 17 |
| 2.7 | Holder not a Shareholder | 18 |
| 2.9 | Signing of Subscription Receipt Certificates | 18 |
| 2.10 | Signature | 18 |
| 2.11 | Authentication not Representation | 18 |
| 2.12 | Issue in Substitution for Subscription Receipt Certificates Lost, etc | 18 |
| 2.13 | Exchange of Subscription Receipt Certificates | 19 |
| 2.14 | Transfer and Ownership of Subscription Receipts | 19 |
| 2.15 | Amounts to be Held in Escrow | 19 |
| 2.16 | Transfer Restrictions for U.S. Holders | 21 |
| 2.17 | Cancellation of Surrendered Subscription Receipt Certificates | 21 |
| ARTICLE 3 – ISSUANCE OF UNDERLYING COMMON SHARES OR REFUND OF SUBSCRIPTION PRICE | 22 |
| 3.1 | Escrow Release Notice | 22 |
| 3.2 | Release of the Escrowed Funds | 22 |
| 3.3 | Issue of Underlying Shares and Payment Thereon | 23 |
| 3.4 | Fractions | 23 |
| 3.5 | Payment on Termination | 23 |
| 3.6 | Calculations | 24 |
| ARTICLE 4 – ADJUSTMENT | 25 |
| 4.1 | Definitions | 25 |
| 4.2 | Adjustment | 25 |
| 4.3 | Notice of Certain Events | 27 |
| 4.4 | Protection of Subscription Receipt Agent | 27 |
| ARTICLE 5 – INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST | 27 |
| 5.1 | Deposit of Escrowed Proceeds in Escrow | 27 |
| 5.2 | Investment of the Escrowed Proceeds | 28 |
| 5.3 | Segregation of the Escrowed Funds | 29 |
| 5.4 | Payment of Interest | 29 |
| ARTICLE 6 – RIGHTS OF THE CORPORATION AND COVENANTS | 29 |
| 6.1 | Optional Purchases by the Corporation | 29 |
| 6.2 | General Covenants | 29 |
| 6.3 | Subscription Receipt Agent’s Remuneration, Expenses and Indemnification | 30 |
| 6.4 | Performance of Covenants by the Subscription Receipt Agent | 30 |
| 6.5 | Accounting | 30 |
| 6.6 | Payments by the Subscription Receipt Agent | 30 |
| 6.7 | Regulatory Matters | 31 |
| ARTICLE 7 – ENFORCEMENT | 31 |
| 7.2 | Immunity of Shareholders, etc | 31 |
| 7.3 | Limitation of Liability | 31 |
| ARTICLE 8 – MEETINGS OF THE HOLDERS | 31 |
| 8.1 | Right to Convene Meetings | 31 |
| 8.2 | Notice | 32 |
| 8.3 | Chairperson | 32 |
| 8.4 | Quorum | 32 |
| 8.5 | Power to Adjourn | 32 |
| 8.6 | Show of Hands | 32 |
| 8.7 | Poll and Voting | 33 |
| 8.8 | Regulations | 33 |
| 8.9 | The Corporation and Subscription Receipt Agent may be Represented | 34 |
| 8.10 | Powers Exercisable by Special Resolution | 34 |
| 8.11 | Meaning of Special Resolution | 35 |
| 8.12 | Powers Cumulative | 36 |
| 8.13 | Minutes | 36 |
| 8.14 | Instruments in Writing | 36 |
| 8.15 | Binding Effect of Resolutions | 36 |
| 8.16 | Holdings by the Corporation Disregarded | 36 |
| ARTICLE 9 – SUPPLEMENTAL AGREEMENTS | 36 |
| 9.1 | Provision for Supplemental Agreements for Certain Purposes | 36 |
| 9.2 | Successor Entity | 37 |
| ARTICLE 10 – CONCERNING THE SUBSCRIPTION RECEIPT AGENT | 38 |
| 10.1 | Rights and Duties of the Subscription Receipt Agent | 38 |
| 10.2 | Evidence, Experts and Advisers | 39 |
| 10.3 | Documents, Monies, etc. Held by the Subscription Receipt Agent | 40 |
| 10.4 | Actions by the Subscription Receipt Agent to Protect Interest | 40 |
| 10.5 | The Subscription Receipt Agent not Required to Give Security | 40 |
| 10.6 | Protection of the Subscription Receipt Agent | 40 |
| 10.7 | Replacement of Subscription Receipt Agent; Successor by Merger | 41 |
| 10.8 | Conflict of Interest | 42 |
| 10.9 | Tax Reporting | 42 |
| 10.10 | Acceptance of Appointment | 42 |
| 10.11 | Subscription Receipt Agent Not to be Appointed Receiver | 42 |
| 10.12 | Anti-money Laundering | 42 |
| 10.13 | Privacy | 43 |
| 10.14 | Force Majeure | 43 |
| ARTICLE 11 – GENERAL | 44 |
| 11.1 | Notice to the Corporation, the Subscription Receipt Agent | 44 |
| 11.2 | Notice to the Holders | 46 |
| 11.3 | Evidence of Ownership | 46 |
| 11.4 | Satisfaction and Discharge of Agreement | 46 |
| 11.5 | Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and the Holders | 47 |
| 11.6 | Subscription Receipts Owned by the Corporation - Certificate to be Provided | 47 |
| 11.7 | Applicable Law | 47 |
| 11.8 | Invalidity, Etc | 47 |
| 11.9 | Successors and Assigns | 47 |
| 11.10 | Time of Essence | 47 |
| 11.11 | Counterparts | 47 |
| 11.12 | English Language | 47 |
| SCHEDULE A | 50 |
| SCHEDULE B | 56 |
| SCHEDULE C | 58 |
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SUBSCRIPTION RECEIPT AGREEMENT
THIS SUBSCRIPTION RECEIPT AGREEMENT is dated as of February 12, 2026.
BETWEEN:
POCML 7 INC., a corporation duly incorporated under the laws of the Province of Ontario (the “Corporation”)
– and –
VERDERA ENERGY CORP. a corporation duly incorporated under the laws of the Province of British Columbia (“Verdera”)
– and –
HAYWOOD SECURITIES INC. (“Haywood”)
– and –
SCP RESOURCE FINANCE LP (“SCP”, together with Haywood, the “Co-Lead Agents”)
– and –
ODYSSEY TRUST COMPANY, a trust company authorized to carry on business in all provinces and territories of Canada (the “Subscription Receipt Agent”)
WHEREAS the Corporation proposes to create, issue and sell on a commercially reasonable efforts agency basis Subscription Receipts at a price of $1.00 per Subscription Receipt, in one or more private placement closings (the “Offering”) for gross proceeds of up to $23,000,000 (including subscription receipts to be issued concurrently by Verdera Energy Corp. (“Verdera”)), with each Subscription Receipt representing the right of the holder thereof to acquire one Resulting Issuer Share, subject to certain adjustments and satisfaction and or waiver of the Escrow Release Conditions, for no additional consideration in the manner herein set forth.
AND WHEREAS the Corporation has agreed that:
| (a) | pending the satisfaction of the Escrow Release Conditions, the Escrowed Proceeds are to be delivered to and held by the Subscription Receipt Agent as escrow agent hereunder, unless otherwise directed, and invested in the manner set out herein; |
| (b) | if the Escrow Release Conditions are satisfied at or before the Escrow Release Deadline, the Holders will be entitled to receive, without payment of additional consideration or the undertaking of any further action on the part of the Holders, one Resulting Issuer Share (subject to certain adjustments) for each Subscription Receipt then held; |
| (c) | if the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, the Subscription Receipt Agent shall return the Escrowed Funds, to the Co-Lead Agents or the Holders on a pro rata basis (less any applicable bank fees), as directed by the Co-Lead Agents; and |
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| (d) | Verdera shall be responsible and liable to the Holders for any shortfall between the aggregate Subscription Price paid by the original purchasers of the Subscription Receipts and the amount of the Escrowed Funds. |
AND WHEREAS the Subscription Receipts are being issued by the Corporation in connection with a business combination transaction involving the Corporation, Verdera and 1564752 B.C. Ltd. (“SubCo”), a wholly-owned subsidiary of the Corporation, whereby all of the common shares in the capital of Verdera will be exchanged for Resulting Issuer Shares (the “Proposed Transaction”), pursuant to the terms of the Amalgamation Agreement;
AND WHEREAS the Subscription Receipt Agent hereby agrees to act as subscription receipt agent in accordance with the provisions hereof;
AND WHEREAS the Subscription Receipt Agent has agreed to act as registrar for the Subscription Receipts and as escrow agent to receive the Escrowed Funds;
AND WHEREAS all things necessary have been done and performed to make the Subscription Receipts, when Authenticated by the Subscription Receipt Agent and issued as provided in this Agreement, legal, valid and binding obligations of the Corporation with the benefits of, and subject to, the terms of this Agreement;
AND WHEREAS the foregoing recitals are made as statements of fact by the Corporation and not by the Subscription Receipt Agent.
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the foregoing recitals forming an integral part of this Agreement, the parties hereto hereby declare and agree with each other as follows:
ARTICLE 1 – INTERPRETATION
| 1.1 | Definitions |
In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings, namely:
| (a) | “1933 Act” means the United States Securities Act of 1933, as amended; |
| (b) | “1934 Act” means the United States Securities Exchange Act of 1934, as amended; |
| (c) | “Affiliate” has the same meaning as set forth in National Instrument 45-106 – Prospectus Exemptions; |
| (d) | “Agency Agreement” means the agency agreement to be entered into between the Agents, the Corporation, and Verdera in respect of the Offering; |
| (e) | “Agents” means the Co-Lead Agents, together with a syndicate of agents; |
| (f) | “Agreement” means this agreement, as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof; |
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| (g) | “Applicable Procedures” means (a) with respect to any transfer or exchange of beneficial ownership interests in, or the exercise of Subscription Receipts represented by, a CDS Subscription Receipt, the applicable rules, procedures or practices of CDS and the Subscription Receipt Agent in effect at the time being, and (b) with respect to any issuance, deposit or withdrawal of Subscription Receipts from or to an electronic position evidencing a beneficial ownership interest in Subscription Receipts represented by a CDS Subscription Receipt, the rules, procedures or practices followed by the Depository and the Subscription Receipt Agent at the time being with respect to the issuance, deposit or withdrawal of such positions; |
| (h) | “Articles” means the articles and Notice of Articles of the Corporation as the same may be further amended, restated, supplemented or otherwise modified from time to time; |
| (i) | “Authenticated” means, with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Corporation and authenticated by manual signature of an authorized officer of the Subscription Receipt Agent, and “Authenticate”, “Authenticating” and “Authentication” shall have the appropriate correlative meanings; |
| (j) | “Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Subscription Receipts; |
| (k) | “Business Day” means any day of the year which is not Saturday or Sunday or a statutory holiday in the Province of British Columbia or the Province of Ontario, or any other day on which Canadian chartered banks in British Columbia are generally closed; |
| (l) | “Capital Reorganization” has the meaning ascribed thereto in Section 4.2(b); |
| (m) | “Cash Fee” means a cash commission equal to 5% of the Proceeds, payable as follows: (i) 50% of the Cash Fee shall be payable to the Agents on the Closing Date; and (ii) the remaining 50% of the Cash Fee shall be deposited into escrow and form part of the Escrowed Funds and shall be paid to the Agents upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds; |
| (n) | “CDS Subscription Receipts” means Subscription Receipts representing all or a portion of the aggregate number of Subscription Receipts issued in the name of the Depository, and held as custodian for the beneficial owners of the Subscription Receipts, and represented by an Uncertificated Subscription Receipt, or if requested by the Depository or the Corporation, by a Subscription Receipt Certificate; |
| (o) | "Closing Date" means the date or dates on which the issue of the Subscription Receipts is completed; |
| (p) | “Co-Lead Agents” has the meaning ascribed thereto in the recitals to this Agreement; |
| (q) | “Common Shares” means the common shares in the capital of the Corporation; |
| (r) | “Consolidation” means the consolidation of the Common Shares to be completed concurrently with closing of the Proposed Transaction, which will result in each old common share of the Corporation being exchanged for 0.656565 of a Resulting Issuer Share; |
| (s) | “Corporation” has the meaning ascribed thereto in the recitals to this Agreement; |
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| (t) | “Counsel” means a barrister and solicitor or lawyer or a firm of barristers and solicitors or lawyers (who may be counsel to the Corporation), in each case acceptable to the Subscription Receipt Agent; |
| (u) | “Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Subscription Receipts; |
| (v) | “Designated Office” means the principal stock transfer office of the Subscription Receipt Agent from time to time in the City of Vancouver, Province of British Columbia; |
| (w) | “Earned Interest” means the interest or other income actually earned, if any, on the investment of the Escrowed Proceeds from, and including, the date hereof to, but excluding, the earlier to occur of the Escrow Release Deadline and the Termination Date; |
| (x) | “Escrow Release Conditions” means the following, all as satisfied and/or waived: |
| (i) | the completion or satisfaction or waiver of all conditions-precedent to the Proposed Transaction, other than the release of the Escrowed Funds, to the sole satisfaction of the Co-Lead Agents, on behalf of the Agents, acting reasonably; |
| (ii) | the receipt of all required shareholder and regulatory approvals (including the approval of the Exchange), as applicable, required in connection with: (i) the Proposed Transaction and (ii) the conditional approval by the Exchange for the listing (subject only to standard listing conditions) of the Resulting Issuer Shares, including any such securities underlying and issuable pursuant to the exercise of compensation options issuable to the Agents; |
| (iii) | the Corporation, Verdera, and the Co-Lead Agents, on behalf of the Agents, having delivered the Escrow Release Notice to the Subscription Receipt Agent confirming that the conditions set forth in (i) and (ii) above have been met or waived; and |
| (iv) | Verdera shall have not committed any material breach of the Agency Agreement that has not been cured within 5 days of Verdera’s receipt of written notice from the Co-Lead Agents, on behalf of the Agents, specifying in reasonable detail the nature of such breach; |
| (y) | “Escrow Release Deadline” means 5:00 p.m. (Toronto time) on the date that is 90 days after the Closing Date, provided that Verdera and the Co-Lead Agents may mutually agree to a one-time additional thirty (30) day extension; |
| (z) | “Escrow Release Notice” means the joint notice provided by the Corporation, Verdera, and the Co-Lead Agents, on behalf of the Agents, to the Subscription Receipt Agent, substantially in the form attached hereto as Schedule “B”, executed by the Corporation, Verdera, and the Co-Lead Agents, on behalf of the Agents and certifying that the Escrow Release Conditions have been satisfied; |
| (aa) | “Escrowed Funds” means the Escrowed Proceeds and the Earned Interest thereon at any given time; |
| (bb) | “Escrowed Proceeds” mean the Proceeds less (i) 50% of the Cash Fee; and (ii) reasonable expenses incurred by the Co-Lead Agents in connection with the Offering; |
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| (cc) | “Exchange” means the TSX Venture Exchange, or a recognized Canadian stock exchange; |
| (dd) | “Final Bulletin” means the final bulletin issued by the Exchange announcing Exchange approval of the Proposed Transaction; |
| (ee) | “Holders” means the persons who are registered owners of the Subscription Receipts |
| (ff) | “Holders’ Request” means an instrument signed in one or more counterparts by Holders holding in the aggregate not less than 25% of the aggregate number of all Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein; |
| (gg) | “Indemnified Party” has the meaning ascribed thereto in Section 6.3(b) |
| (hh) | “Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including, without limitation, original issuance or registration of transfer of ownership), the Subscription Receipt Agent’s internal procedures customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the Subscription Receipt Agent; |
| (ii) | "Offering" has the meaning ascribed thereto in the recitals to this Agreement; |
| (jj) | “Original Qualified Institutional Buyer” means a Qualified Institutional Buyer that executed and delivered a Qualified Institutional Buyer Investment Letter in connection with their initial purchase of Subscription Receipts from the Corporation; |
| (kk) | “Permitted Investments” has the meaning ascribed thereto in Section 5.2; |
| (ll) | “person” includes an individual, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof; |
| (mm) | “Proceeds” means the aggregate gross proceeds which may be received in respect of the issuance and sale of the Subscription Receipts; |
| (nn) | “Proposed Transaction” has the meaning ascribed thereto in the recitals to this Agreement; |
| (oo) | “Qualified Institutional Buyer” means a “qualified institutional buyer” as defined under Rule 144A; |
| (pp) | “Qualified Institutional Buyer Investment Letter” means the Qualified Institutional Buyer Investment Letter attached to the subscription agreement pursuant to which the Subscription Receipts were purchased; |
| (qq) | “Resulting Issuer” means the Corporation, to be renamed “Verdera Energy Corp.” after the completion of the Proposed Transaction; |
| (rr) | “Resulting Issuer Shares” means the post-Consolidation common shares in the capital of the Resulting Issuer; |
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| (ss) | “Rule 144A” means Rule 144A adopted by the SEC under the 1933 Act; |
| (tt) | “SEC” means the United States Securities and Exchange Commission; |
| (uu) | “Shareholder” means a holder of Common Shares; |
| (vv) | “Subscription Price” means $1.00 per Subscription Receipt; |
| (ww) | “Subscription Receipt Agent” has the meaning ascribed thereto in the recitals to this Agreement; |
| (xx) | “Subscription Receipt Certificate” means a certificate evidencing Subscription Receipts substantially in the form attached hereto as Schedule “A” with such appropriate insertions, deletions, substitutions and variations as required or permitted by the terms of this Agreement or as required to comply with any law or the rules of any securities exchange and as the Corporation may deem necessary or desirable; |
| (yy) | “Subscription Receipts” means the subscription receipts created by and authorized by and issuable under this Agreement, to be issued and Authenticated hereunder as a Subscription Receipt Certificate or Uncertificated Subscription Receipt, and where the context so requires, also means the Subscription Receipts issued and Authenticated hereunder, by way of Subscription Receipt Certificate or Uncertificated Subscription Receipt that have not at the particular time expired, been purchased by the Corporation or been exchanged; |
| (zz) | “Termination Date” means the date on which a Termination Event occurs; |
| (aaa) | “Termination Event” means a notice from the Corporation or Verdera to the Co-Lead Agents and the Subscription Receipt Agent, or the announcement by the Corporation or Verdera to the public, that the Corporation or Verdera do not intend to satisfy the Escrow Release Conditions; |
| (bbb) | “Termination Payment Time” means 5:00 p.m. (Toronto time) on the third Business Day after the Termination Date; |
| (ccc) | “Uncertificated Subscription Receipt” means any Subscription Receipt which is not issued as a Subscription Receipt Certificate, including any Subscription Receipt held through the Depository’s book entry registration system; |
| (ddd) | “Underlying Shares” means the Resulting Issuer Shares issuable upon the conversion of the Subscription Receipts; |
| (eee) | “United States” means the United States of America, its territories and possessions; |
| (fff) | “U.S. Person” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the 1933 Act; |
| (ggg) | “U.S. Holders” means a Holder who was, at the time of purchase (a) any person in the United States, (b) any U.S. Person or any person that purchased Subscription Receipts for the account or benefit of any U.S. Person, (c) any person who receives or received an offer to acquire such Subscription Receipts while in the United States, and (d) any person who was (or its authorized signatory was) in the United States at the time such person's buy order was made or the subscription agreement pursuant to which such Subscription Receipts were acquired was executed or delivered; and |
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| (hhh) | “Written Request of the Corporation”, “Written Direction of the Corporation”, “Officer’s Certificate” and “Certificate of the Corporation” mean, respectively, a written request, written direction and certificate signed in the name of the Corporation by one or more duly authorized signatories and may consist of one or more instruments so executed. |
| 1.2 | Interpretation |
In this Agreement:
| (a) | words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa; |
| (b) | references to Sections, Subsections and Schedules refer, unless otherwise specified, to Sections, Subsections and Schedules to, this Agreement; |
| (c) | words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them; and |
| (d) | “hereof”, “herein”, “hereby”, “hereunder” and “hereto”, and similar expressions, shall be references to this Agreement. |
| 1.3 | Headings, Etc. |
The division of this Agreement into Articles, Sections and Subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or of a Subscription Receipt Certificate.
| 1.4 | Day not a Business Day |
In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.
| 1.5 | Monetary References |
Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed and all payments to be made hereunder shall be made in Canadian dollars.
| 1.6 | Conflict |
In the event of a conflict or inconsistency between a provision in the body of this Agreement and in any Subscription Receipt Certificate issued hereunder, the provision in the body of this Agreement shall prevail to the extent of the inconsistency.
| 1.7 | Meaning of “outstanding” for Certain Purposes |
Every Subscription Receipt Authenticated or countersigned and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until the earlier of: (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Event, provided however that:
| (a) | where a Subscription Receipt Certificate has been issued in substitution for a Subscription Receipt Certificate which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the number of Subscription Receipts outstanding; and |
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| (b) | for the purposes of any provision of this Agreement entitling Holders of outstanding Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this Agreement, Subscription Receipts owned legally or equitably by the Corporation or any subsidiary of the Corporation thereof, shall be disregarded, except that for the purpose of determining whether the Subscription Receipt Agent shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Subscription Receipts of which the Subscription Receipt Agent has notice that they are so owned shall be so disregarded. |
ARTICLE 2 – ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS
| 2.1 | Issue of Subscription Receipts |
| (a) | Up to 23,000,000 Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at a price of $1.00 for each Subscription Receipt for maximum gross proceeds of $23,000,000 (including subscription receipts to be issued concurrently by Verdera). |
| (b) | One Subscription Receipt shall be issued without any further act or formality on the Closing Date, for each $1.00 received by the Corporation as payment therefor and each such Subscription Receipt shall be a fully paid and non-assessable security of the Corporation. |
| (c) | Subscription Receipt Certificates shall be executed by the Corporation and delivered to the Subscription Receipt Agent, certified by the Subscription Receipt Agent upon the Written Direction of the Corporation and delivered by the Subscription Receipt Agent to the Corporation or to the order of the Corporation pursuant to a Written Direction of the Corporation, without any further act of or formality on the part of the Corporation. Registration of interests in Subscription Receipts held by the Depository may be evidenced by a position appearing on the register for Subscription Receipts of the Subscription Receipt Agent for an amount representing the aggregate number of such Subscription Receipts outstanding from time to time. |
| (d) | Each Subscription Receipt issued hereunder will entitle the holder thereof, upon the conversion thereof in accordance with the provisions of Article 3 hereof, and without payment of any additional consideration, to be issued one Resulting Issuer Share. |
| 2.2 | Payment Acknowledgement |
| (a) | The Subscription Receipt Agent will acknowledge receipt to the Corporation and Co-Lead Agents, in accordance with Section 2.15, of the aggregate amount of the Escrowed Proceeds in respect of the Subscription Receipts and shall confirm that such funds have been deposited as contemplated by Section 5.1 in a segregated account and, will be invested in accordance with Section 5.1 and Section 5.2 and paid in accordance with Article 3. |
| (b) | The Corporation and Co-Lead Agents hereby: |
| (i) | acknowledge that the amounts received by the Subscription Receipt Agent pursuant to Section 2.2(a), as evidenced by the acknowledgement of receipt referred to in Section 2.2(a), represents payment in full of the aggregate Subscription Price for Subscription Receipts issued on such Closing Date, less (i) 50% of the Cash Fee and (ii) reasonable expenses incurred by the Co-Lead Agents in connection with the Offering; |
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| (ii) | irrevocably direct the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to, in accordance with written directions of the Corporation certify and deliver one or more Subscription Receipt Certificates representing the Subscription Receipts to be issued hereunder, and for Uncertificated Subscription Receipts, to evidence such uncertificated form by a book position on the register of Holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.6; |
| (iii) | Notwithstanding anything herein to the contrary, the Subscription Receipt Agent hereby acknowledges that at the Written Direction of the Corporation, up to 23,000,000 Subscription Receipts may be issued by the Subscription Receipt Agent prior to the Subscription Receipt Agent’s receipt of the Escrowed Proceeds therefore, in order to facilitate “delivery against payment” arrangements with certain Holders of Subscription Receipts; |
| (iv) | The Corporation and Co-Lead Agents confirm the aggregate amount of up to $23,000,000, representing payment in full for the Subscription Receipts issuable pursuant to “delivery against payment” arrangements described in Section 2.2(b)(iii), less (i) 50% of the Cash Fee and (ii) reasonable expenses incurred by the Co-Lead Agents in connection with the Offering, will be paid on or prior to the Business Day following the date hereof; and |
| (v) | In the event the Corporation or Co-Lead Agents do not cause Escrowed Proceeds for any Subscription Receipts issued pursuant to Section 2.2(b)(iii) to be delivered in accordance with Section 2.2(b)(iv), the Corporation shall provide a Written Direction of the Corporation to the Subscription Receipt Agent to immediately cancel such Subscription Receipts and such Subscription Receipts issued pursuant to Section 2.2(b)(iii) but not paid for shall be immediately terminated. |
| 2.3 | Terms and Issue of Subscription Receipts |
| (a) | Subscription Receipts can be issued in certificated or uncertificated form, will be dated as of the date of issue and will be Authenticated upon the Written Direction of the Corporation. Each Subscription Receipt shall evidence the right of the Holder to receive, without payment of additional consideration or any further action, the securities and/or the amounts specified in Sections 3.3 and 3.5 hereof, as applicable, including: |
| (i) | if the Escrow Release Deadline occurs: an amount equal to the sum of the aggregate Subscription Price in respect of all of such Holder’s Subscription Receipts and such Holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement. Verdera shall be responsible and liable for any shortfall between (i) the aggregate Subscription Price plus the amount of the Earned Interest of the Subscription Receipts, and (ii) the Escrowed Funds; or |
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| (ii) | if a Termination Event occurs, at the Termination Payment Time: an amount equal to the sum of the aggregate Subscription Price in respect of all of such Holder’s Subscription Receipts and such Holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement. Verdera shall be responsible and liable for any shortfall between (i) the aggregate Subscription Price plus the amount of the Earned Interest of the Subscription Receipts, and (ii) the Escrowed Funds. |
| (b) | The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement), if issued, shall be substantially in the form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the Corporation may prescribe, and shall be issuable in any whole number denominations. |
| (c) | Canadian Legend: Subscription Receipt Certificates, as well as all certificates issued in exchange for or in substitution of such Subscription Receipt Certificates or written notices, shall bear the following legend: |
“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 13, 2026..”
and where required pursuant to the policies of the Exchange, substantially as follows:
“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE ANDCOMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THESECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD,TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGHTHE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADAOR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JUNE 13, 2026.
| (d) | United States Legends: |
| (i) | The Subscription Receipts and the Underlying Shares issuable pursuant to the conversion of the Subscription Receipts have not been and will not be registered under the 1933 Act or under applicable securities laws of any state of the United States; |
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| (ii) | Each Subscription Receipt Certificate issued to a U.S. Holder, other than an Original Qualified Institutional Buyer, and each Subscription Receipt Certificate issued in exchange therefor in substitution or transfer thereof, for so long as required by the 1933 Act or applicable securities laws of any state of the United States, shall bear the following legend: |
"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF POCML 7 INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”
| (e) | CDS Subscription Receipts Legend: In addition to the legend set forth in Section 2.3(c), if a Subscription Receipt Certificate representing CDS Subscription Receipts is issued, it shall bear the following additional legend: |
“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO POCML 7 INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”
| 2.4 | Book Entry Subscription Receipts |
| (a) | Re-registration of beneficial interests in Subscription Receipts held by the Depository shall be made only through the book entry registration system and no Subscription Receipt Certificates shall be issued in respect of such Subscription Receipts except where physical certificates evidencing ownership in such Subscription Receipts are required or as set out herein or as may be requested by a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.4, owners of beneficial interests in any CDS Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names and shall not receive or be entitled to receive Subscription Receipts in definitive form or to have their names appear in the register referred to in Section 2.6 herein while they are held as book entry only securities with the Depository. |
| (b) | Notwithstanding any other provision in this Agreement, no CDS Subscription Receipts may be exchanged in whole or in part for Subscription Receipts registered in the name of any person other than the Depository for such CDS Subscription Receipts or a nominee thereof |
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unless:
| (i) | the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor; |
| (ii) | the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor; |
| (iii) | the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor; |
| (iv) | the Corporation determines that the Subscription Receipts shall no longer be held as CDS Subscription Receipts through the Depository; |
| (v) | such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel; |
| (vi) | the Subscription Receipt is to be Authenticated to or for the account or benefit of a U.S. Holder; or |
| (vii) | the Corporation so instructs the Subscription Receipt Agent in writing, |
following which Subscription Receipts for those Holders requesting such shall be issued to the beneficial owners of such Subscription Receipts or their nominees as directed by the Holder. The Corporation shall provide a certificate of the Corporation giving notice to the Subscription Receipt Agent of the occurrence of any event outlined in this Section 2.4(b), except in the case of Section 2.4(b)(vi).
| (c) | Subject to the provisions of this Section 2.4, any exchange of CDS Subscription Receipts for Subscription Receipts which are not CDS Subscription Receipts may be made in whole or in part in accordance with the provisions of Section 2.15, mutatis mutandis. All such Subscription Receipts issued in exchange for CDS Subscription Receipts or any portion thereof shall be registered in such names as the Depository for such CDS Subscription Receipts shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Subscription Receipts) as the CDS Subscription Receipts or portion thereof surrendered upon such exchange. |
| (d) | Every Subscription Receipt Authenticated in exchange for or in lieu of a CDS Subscription Receipt or any portion thereof, whether pursuant to this Section 2.4, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Subscription Receipt, unless such Subscription Receipt is registered in the name of a person other than the Depository for such CDS Subscription Receipt or a nominee thereof. |
| (e) | Notwithstanding anything to the contrary in this Agreement, subject to applicable law, the CDS Subscription Receipt will be issued as an Uncertificated Subscription Receipt unless otherwise requested in writing by the Depository or the Corporation. |
| (f) | The rights of beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and Applicable Procedures of the Depository and the Subscription Receipt Agent. |
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| (g) | Notwithstanding anything herein to the contrary, neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for: |
| (i) | any aspect of the electronic records maintained by the Depository relating to any ownership interests or any other interests (beneficial or otherwise) in the Subscription Receipts or the depository system maintained by the Depository, or payments made on account of any ownership interest (beneficial or otherwise) or any other interest of any person in any Subscription Receipts represented by an electronic position in the book entry registration system (other than the Depository or its nominee); |
| (ii) | for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or |
| (iii) | any advice or representation made or given by or with respect to the Depository that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant. |
| (h) | The Corporation may terminate the application of this Section 2.4 in its sole discretion in which case all Subscription Receipts shall be evidenced by Certificates registered in the name of a person other than the Depository. |
| (i) | For so long as Subscription Receipts are held through the Depository, if any notice or other communication is required to be given to Holders, the Subscription Receipt Agent will give such notices and other communications to the Depository. |
| 2.5 | Fractional Subscription Receipts |
No fractional Subscription Receipts shall be issued or otherwise provided for hereunder and any fractional interests shall be rounded down to the nearest whole number without any consideration therefor. In calculating such fractional interest, all Subscription Receipts held by the same Holder shall be aggregated.
| 2.6 | Register for Subscription Receipts |
The Corporation hereby appoints the Subscription Receipt Agent as registrar and transfer agent of the Subscription Receipts, and the Corporation shall cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the names and addresses of the Holders and the other particulars, prescribed by law, of the Subscription Receipts held by such Holders.
The Corporation shall also cause to be kept by the Subscription Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent (with the prior approval of the Subscription Receipt Agent), branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts, registered in that branch register of transfers.
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| 2.7 | Registers Open for Inspection |
The registers referred to in Section 2.6 shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on any Business Day for inspection by the Corporation, the Agents, the Subscription Receipt Agent or any Holder. The Subscription Receipt Agent shall, from time to time when requested to do so by the Corporation and upon payment of its reasonable fees, furnish the Corporation with a list of the names and addresses of the Holders entered in the registers kept by the Subscription Receipt Agent and showing the number of Subscription Receipts held by such Holder.
| 2.8 | Holder not a Shareholder |
Nothing in this Agreement or in the holding of a Subscription Receipt shall at any time confer or be construed as conferring upon a Holder any right, benefit or interest whatsoever as a Shareholder, including the right to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive dividends. Holders are only entitled to exercise the rights and receive the amounts expressly provided for in the applicable Subscription Receipt Certificate and this Agreement on the terms and conditions set forth in this Agreement.
| 2.9 | Subscription Receipts to Rank Pari Passu |
Subject to Section 7.2, all Subscription Receipts shall rank pari passu, whatever may be the actual dates of issue of the Subscription Receipts.
| 2.10 | Signing of Subscription Receipt Certificates |
The Subscription Receipt Certificates, if issued, shall be signed by an authorized officer or director of the Corporation. The signature of any such authorized officer or director of the Corporation may be printed or otherwise mechanically reproduced electronically and Subscription Receipt Certificates bearing such electronic signatures shall be binding upon the Corporation as if they had been manually signed. Notwithstanding that any person whose manual or electronic signature appears on any Subscription Receipt Certificate may no longer hold office at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.10, be valid and binding upon the Corporation and the holder thereof shall be entitled to the benefits of this Agreement or the Subscription Receipt Certificates in question.
| 2.11 | Signature |
No Subscription Receipt Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by signature by or on behalf of the Subscription Receipt Agent substantially in the form of the Subscription Receipt Certificate attached hereto as Schedule “A”. Such Authentication on any such Subscription Receipt Certificate shall be conclusive evidence that such Subscription Receipt Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.
| 2.12 | Authentication not Representation |
The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or the proceeds thereof.
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| 2.13 | Issue in Substitution for Subscription Receipt Certificates Lost, etc. |
| (a) | In case any of the Subscription Receipt Certificates shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Section 2.12(b), shall issue, and thereupon the Subscription Receipt Agent shall certify and deliver, a new Subscription Receipt Certificate of like tenor and form as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipt Certificates issued or to be issued hereunder. |
| (b) | The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.12 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent each in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond or other security in amount and form satisfactory to the Corporation and the Subscription Receipt Agent each in their sole discretion and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith. |
| 2.14 | Exchange of Subscription Receipt Certificates |
| (a) | Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the Holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged. |
| (b) | Subscription Receipt Certificates may be surrendered for exchange only at the Designated Office of the Subscription Receipt Agent during regular business hours of the Subscription Receipt Agent on a Business Day. |
| (c) | Except as otherwise herein provided, the Subscription Receipt Agent may charge to the Holder requesting an exchange a reasonable fee for each new Subscription Receipt Certificate issued in exchange for Subscription Receipt Certificate(s). Payment of such charges and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by such Holder as a condition precedent to such exchange. |
| (d) | Any Subscription Receipt Certificate tendered for exchange shall be cancelled by the Subscription Receipt Agent. |
| 2.15 | Transfer and Ownership of Subscription Receipts |
| (a) | Subject to Section 2.14(b), the Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing upon (1) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred along with a duly completed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in Schedule “A”), (2) in the case of Book Entry Subscription Receipts, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system; (3) in the case of Uncertificated Subscription Receipts, surrendering to the Subscription Receipt Agent at the Subscription Receipt Agency, instruction from the holder in form reasonably satisfactory to the Subscription Receipt Agent; and (4) upon compliance with: |
| (i) | the conditions herein; |
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| (ii) | such reasonable requirements as the Subscription Receipt Agent may prescribe; and |
| (iii) | all applicable securities legislation and requirements of regulatory authorities; |
and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Certificated Subscription Receipt, a Subscription Receipt Certificate, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request), representing the Subscription Receipts transferred and the transferee of a Book Entry Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.
In the case of a Subscription Receipt Certificate, upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, the Corporation shall issue and thereupon the Subscription Receipt Agent shall: Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon:
| (i) | payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and |
| (ii) | such reasonable requirements as the Subscription Receipt Agent may prescribe; |
and all such transfers contemplated in Section 2.14(a)(i) shall be duly noted in such register by the Subscription Receipt Agent.
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| (b) | The Corporation and the Subscription Receipt Agent will deem and treat the registered holder of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. |
| (c) | The Subscription Receipt Agent will promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Section 2.14, if such transfer would constitute a violation of the restrictions on transfer set forth in Section 2.17 or the securities laws of any jurisdiction or the rules, regulations, instruments or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the Articles or this Agreement. |
| (d) | Subject to the provisions of this Agreement and applicable law, Holders shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either the issue of Underlying Shares and/or the payment of the amounts described in Section 3.3 or Section 3.5, as applicable, in any case less applicable withholding taxes, if any, all in accordance with the terms and conditions contained in this Agreement, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to the Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Holder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate. |
| 2.16 | Amounts to be Held in Escrow |
Upon the issuance of the Subscription Receipts, the Escrowed Proceeds in respect thereof shall be delivered to the Subscription Receipt Agent, by electronic transfer of funds into a segregated account as directed by the Subscription Receipt Agent to be held pursuant to the terms hereof. The Subscription Receipt Agent hereby agrees to hold the Escrowed Proceeds in escrow and to disburse and deal with the same as provided herein.
| 2.17 | Transfer Restrictions for U.S. Holders |
| (a) | The parties hereby acknowledge and agree that (i) the Subscription Receipts and the Underlying Shares have not been and will not be registered under the 1933 Act or applicable securities laws of any state of the United States; and (ii) all Subscription Receipts sold to a U.S. Holder are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act and accordingly may not be reoffered, or resold, pledged or otherwise transferred except: (A) to the Corporation; (B) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations; (C) in accordance with Rule 144 under the 1933 Act, if available, and in accordance with applicable securities laws of any state of the United States or (D) pursuant to any other registration exemption under the 1933 Act and in accordance with applicable securities laws of any state of the United States. |
| (a) | the Corporation confirms that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the 1934 Act or have a reporting obligation pursuant to Section 13 or 15(d) of the 1934 Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the 1934 Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the 1934 Act, the Corporation shall promptly deliver to the Subscription Receipt Agent a Certificate of the Corporation notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC. |
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| (b) | No transfer of Subscription Receipts evidenced by a Subscription Receipt Certificate bearing a legend set forth in Section 2.3(d)(ii) or (iii) above shall be made except in accordance with the requirements of such legend and subject to this Agreement. |
| 2.18 | Cancellation of Surrendered Subscription Receipt Certificates |
All Subscription Receipt Certificates surrendered to the Subscription Receipt Agent pursuant to Sections 2.13, 2.14, 2.15 and 6.1 shall be returned to or received by the Subscription Receipt Agent for cancellation and, if required by the Corporation, the Subscription Receipt Agent shall furnish the Corporation with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and the number of Subscription Receipts evidenced thereby.
ARTICLE 3 – ISSUANCE OF UNDERLYING COMMON SHARES OR REFUND OF SUBSCRIPTION PRICE
| 3.1 | Escrow Release Notice |
If the Escrow Release Conditions set forth in paragraphs (i), (ii), (iii) and (iv) of the definition of Escrow Release Conditions have been satisfied prior to the Escrow Release Deadline, the Corporation shall forthwith cause to be delivered to the Subscription Receipt Agent the Escrow Release Notice, executed by the Corporation, Verdera, and the Co-Lead Agents, on behalf of the Agents, confirming that the Escrow Release Conditions have been satisfied and instructing the Subscription Receipt Agent to cause the issuance to the Holders the Underlying Shares for each Subscription Receipt then outstanding (subject to any applicable adjustment in accordance with Article 4).
| 3.2 | Release of the Escrowed Funds |
If the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1 to the Subscription Receipt Agent at or before the Escrow Release Deadline the Corporation shall be entitled to receive from the Subscription Receipt Agent an amount equal to the Escrowed Funds, less any remaining renumeration, expenses and disbursements of the Subscription Receipt Agent. The Subscription Receipt Agent shall deliver the Escrowed Funds referred to in this Section 3.2 to: (A) the Co-Lead Agents, on its own behalf and behalf of the Agents, as the case may be, in an amount that is equal to (1) 50% of the Cash Fee, together with any pro rata interest earned thereon; and (2) any reasonable expenses incurred by the Agents and not already paid by the Corporation on the Closing Date; and (B) the Corporation, as the Corporation may direct, the Escrowed Funds, less the foregoing deductions, as soon as practicable, following receipt of the Escrow Release Notice.
Any notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 12:00 p.m. (Toronto time) or any later time as may be agreed to by the Corporation and the Subscription Receipt Agent, acting reasonably, on the day on which the Escrowed Funds are to be released. Any notice received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a commercially reasonable efforts basis and may result in Escrowed Funds being released on the next Business Day.
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| 3.3 | Issue of Underlying Shares and Payment Thereon |
| (a) | If the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1 on or before the Escrow Release Deadline, the Corporation shall cause the Subscription Receipt Agent to issue, or cause to be issued, the Underlying Shares referred to in Section 3.1 to the Holders in exchange for the Subscription Receipts of such Holders. |
| (b) | Notwithstanding the actual time of delivery of the Underlying Shares pursuant to Section 3.3(a), in the event that the Escrow Release Conditions are satisfied prior to the Escrow Release Deadline, the Underlying Shares shall be and shall be deemed to be automatically issued to Holders in accordance with the right of such Holders as set out in Section 2.1(d) without payment of any additional consideration or further action on the part of the Holder, and such Underlying Shares shall be deemed to be issued upon the satisfaction of the Escrow Release Conditions and the persons to whom such Underlying Shares are to be issued shall be deemed to have become the holders of record of such Underlying Shares upon the conversion of the Subscription Receipts. |
| (c) | Effective immediately after the Underlying Shares have been, or have been deemed to be, issued as contemplated in Section 3.3(b), all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and the Subscription Receipts relating thereto shall be void and of no value or effect. |
| (d) | Effective immediately after the Underlying Shares have been, or have been deemed to be, issued as contemplated in Section 3.3(b), the Underlying Shares will be immediately exchanged for Resulting Issuer Shares on a one-for-one basis, for no additional consideration and without any further action by the holders thereof, upon completion of the Proposed Transaction. |
| 3.4 | Fractions |
Notwithstanding anything herein contained, the Corporation shall not be required, upon the exchange or deemed exchange of a Subscription Receipt, to issue fractions of the Underlying Shares and the number of Underlying Shares to be issued on exchange shall be rounded down to the nearest whole number.
| 3.5 | Payment on Termination |
| (a) | If a Termination Event occurs, the Corporation shall forthwith notify the Subscription Receipt Agent in writing and deliver to the Subscription Receipt Agent a Written Request of the Corporation to make the payments required pursuant to this Section 3.5, and shall promptly issue a press release, announcing the occurrence of the Termination Event. |
| (b) | If a Termination Event occurs, the Subscription Receipt registers shall be closed as at 5:00 p.m. (Toronto time) on the date of the Termination Event. |
| (c) | If a Termination Event occurs, the subscription evidenced by each Subscription Receipt shall be automatically terminated and cancelled and each Holder shall be entitled from and after the Termination Event to receive an amount equal in the aggregate to: (i) the Subscription Price in respect of each of such Holder’s Subscription Receipts; and (ii) such Holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any, which amount shall be returned by the Subscription Receipt Agent to the Co-Lead Agents or the Holders on or about the Termination Payment Time, as directed by the Co-Lead Agents. |
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| (d) | If a Termination Event occurs, Verdera shall, as soon as practicable, and in any event no later than the Business Day immediately preceding the Termination Payment Time, pay and deliver to the Subscription Receipt Agent in order to enable the Subscription Receipt Agent to effect the payment in full to the Co-Lead Agents or the Holders, as directed by the Co-Lead Agents, of the amounts due to them under Section 3.5(c) above. |
| (e) | The amount payable to the Co-Lead Agents or each Holder, as directed by the Co-Lead Agents, under Section 3.5(c) shall be satisfied from the Escrowed Funds and the amount paid pursuant to Section 3.5(d). Any amount not satisfied from the Escrowed Funds and the amount paid pursuant to Section 3.5(d) shall be satisfied by Verdera which shall deposit an amount equal to such shortfall with the Subscription Receipt Agent no later than the Business Day immediately preceding the Termination Payment Time. The Subscription Receipt Agent shall only be obliged to make payments under this Section 3.5 to the extent that the Escrowed Funds and the amount paid pursuant to Section 3.5(d) and the monies which have been deposited with it pursuant to this Section 3.5(e) are sufficient. |
| (f) | The obligation to make the payment of the amount specified in Section 3.5(c) shall be satisfied by mailing payment by cheque payable to the Co-Lead Agents or the Holder at the Holder’s registered address or by making a wire transfer for the account of the Co-Lead Agents or such Holder, all as directed by the Co-Lead Agents. |
| (g) | Upon the mailing or delivery of any cheque or the making of any wire transfer as provided in Section 3.5(f) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) and, where an amount has been withheld on account of tax and remitted to the appropriate taxing authority, all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. |
| 3.6 | Calculations |
The Subscription Receipt Agent shall not be responsible for calculating any amounts owing under Sections 3.3 and 3.5, but shall be entitled to rely absolutely on the Written Request of the Corporation specifying the payments to be made pursuant thereto.
| 3.7 | U.S. Legends |
Each certificate representing the Underlying Shares issued to a U.S. Holder, other than an Original Qualified Institutional Buyer, and each certificate issued in exchange therefor in substitution or transfer thereof, for so long as required by the 1933 Act or applicable securities laws of any state of the United States, shall bear the following legend:
"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF POCML 7 INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”
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provided, that if the Underlying Shares are eligible to be sold under clause (B) in the legend above, the legend set forth above may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule C or as the Corporation may from time to time prescribe, to the effect that the sale of the Underlying Shares is being made in compliance with Rule 904 of Regulation S under the 1933 Act; provided further, that if any of the Underlying Shares are being sold pursuant to (C) of the legend above under Rule 144 of the 1933 Act, the legend may be removed by delivery to the Corporation’s transfer agent of an opinion of counsel of recognized standing satisfactory to the Corporation and its transfer agent to the effect that the legend is no longer required under applicable requirements of the 1933 Act or applicable securities laws of any state of the United States.
ARTICLE 4 – ADJUSTMENT
| 4.1 | Definitions |
In this Article 4, references to “record date” refer to the particular time on such relevant date stipulated for such event and otherwise refers to 5:00 p.m. (Toronto time) on such date.
| 4.2 | Adjustment |
This Section 4.2 does not apply to the Consolidation. The rights attached to the Subscription Receipts may be subject to adjustment from time to time in the events and in the manner provided as follows:
| (a) | If at any time after the issuance of the Subscription Receipts and before the earlier of the satisfaction of the Escrow Release Conditions and the Escrow Release Deadline, the Corporation: |
| (i) | subdivides, redivides or changes its outstanding Common Shares into a greater number of Common Shares, |
| (ii) | reduces, combines, consolidates or changes its outstanding Common Shares into a lesser number of Common Shares, or |
| (iii) | issues Common Shares to all or substantially all of the holders of Common Shares by way of a stock dividend or otherwise; |
(any of such events in Sections 4.2(a)(i), 4.2(a)(ii) and 4.2(a)(iii) being called a “Common Share Reorganization”), then the number of Underlying Shares with respect to each Subscription Receipt will be adjusted as of the record date at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the number of Underlying Shares theretofore obtainable immediately prior to such record date by a fraction, the numerator of which will be the number of Common Shares outstanding on the record date after giving effect to such Common Share Reorganization and the denominator of which will be the number of Common Shares outstanding on the record date before giving effect to such Common Share Reorganization.
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| (b) | If at any time after the issuance of the Subscription Receipts and before the earlier of the satisfaction of the Escrow Release Conditions or the Escrow Release Deadline there is a reclassification of Common Shares outstanding or a change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation (including a business combination or exchange of like effect) with or into the Corporation or any other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares or securities), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity, or a record date for any of the foregoing events occurs (any of such events being herein called a “Capital Reorganization”), any Holder who is entitled to receive Underlying Shares pursuant to Subscription Receipts then held after the record date or effective date of such Capital Reorganization shall be entitled to receive, and shall accept in lieu of the number of Underlying Shares to which such Holder was theretofore entitled, the aggregate number of Common Shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date of such Capital Reorganization, the Holder had been the registered holder of the number of Underlying Shares to which such Holder was theretofore entitled with respect to the Subscription Receipts subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 4.2, provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps have been taken to so entitle the Holders. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4.2 with respect to the rights and interests thereafter of the Holders to the end that the provisions set forth in this Section 4.2 shall thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any Common Shares, other securities or other property thereafter deliverable pursuant to the terms of any Subscription Receipt. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the Corporation, acting reasonably and absent manifest error, shall for all purposes be conclusively deemed to be the appropriate adjustment. |
| (c) | If at any time after the issuance of the Subscription Receipts and prior to the earlier the satisfaction of the Escrow Release Conditions and the Escrow Release Deadline, the Corporation issues or distributes to the holders of all or substantially all of the outstanding Common Shares, cash or securities of the Corporation, including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or property or assets, including cash or evidences of indebtedness, other than as a result of a Common Share Reorganization or a Capital Reorganization, or a record date for any of the foregoing events occurs, the Holders will be entitled to receive, and will receive for the same aggregate consideration payable, if any, in addition to the number of Underlying Shares to which such Holder was theretofore entitled, the kind and amount of Common Shares, cash or other securities or property which result from such issue or distribution as if, on the record date at which holders of Common Shares are determined for the purpose thereof, such Holder had been the registered holder of the number of Common Shares to which the Holder was theretofore entitled. Any such transaction will be subject to approval of an Exchange, if applicable. |
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| (d) | The adjustments provided for in this Section 4.2 are cumulative and shall apply to successive subdivisions, consolidations, changes, distributions, issues or other events resulting in any adjustments under the provisions of this Section 4.2. |
| (e) | In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than the actions described in this Section 4.2 which, in the reasonable opinion of the Corporation, would materially affect the rights of the Holders and/or the rights attaching to the Subscription Receipts, then the number of Underlying Shares which are to be received pursuant to the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the Corporation may, in its discretion, determine to be equitable to the Holders in such circumstances. |
| 4.3 | Notice of Certain Events |
| (a) | Promptly upon the occurrence of the earlier of the effective date of or the record date for any event referred to in Section 4.2 that requires an adjustment in the number of Underlying Shares, the Corporation shall provide notice to the Holders, file with the Subscription Receipt Agent a Certificate of the Corporation specifying the particulars of the event and, if determinable, the adjustment and computation of the adjustment and the Subscription Receipt Agent may act and rely absolutely on such Certificate of the Corporation. |
| (b) | If notice has been given under Section 4.3(a) and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable; |
| (i) | file with the Subscription Receipt Agent a computation of the adjustment; and |
| (ii) | give notice to the Holders of the adjustment. |
| 4.4 | Protection of Subscription Receipt Agent |
The Subscription Receipt Agent:
| (a) | shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment when made, or with respect to the method employed in making the same; |
| (b) | shall not be accountable with respect to the validity or value (or kind or amount) of any Common Shares, or other securities or property which may at any time be issued or delivered upon the conversion of the rights attaching to any Subscription Receipt; and |
| (c) | shall be entitled to act and rely on any adjustment calculation of the Corporation and the Corporation’s auditors. |
ARTICLE 5 – INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST
| 5.1 | Deposit of Escrowed Proceeds in Escrow |
The Corporation shall direct that the Co-Lead Agents, on its behalf and on behalf of the other Agents, deliver or cause to be delivered the Escrowed Proceeds to the Subscription Receipt Agent by way of electronic wire transfer in immediately available funds. The Subscription Receipt Agent shall immediately place such funds in an interest-bearing segregated bank account in accordance with the provisions of this Article 5. The Corporation acknowledges and agrees that it is a condition of the payment by the Holders of the aggregate Subscription Price that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 5. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Proceeds or in the Earned Interest accrued thereon unless and until the applicable Escrow Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Proceeds and the Earned Interest accrued thereon for the benefit of the holders of the Subscription Receipts and, upon the delivery of the applicable Escrow Release Notice set out in Section 3.1 hereof, to the Subscription Receipt Agent, retroactively for the benefit of the Corporation and the Agents in accordance with the provisions of this Article 5.
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| 5.2 | Investment of the Escrowed Proceeds |
Until released in accordance with this Agreement, the Escrowed Proceeds shall be kept segregated in an interest-bearing account of the Subscription Receipt Agent with a Canadian chartered bank and upon receipt of a written direction of the Corporation, shall be deposited in one or more short term obligations of, or guaranteed by, the Government of Canada, a Province of Canada or a Canadian chartered bank or such other approved investments (collectively, “Permitted Investments”). Any direction delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 9:00 a.m. (Toronto time) or any later time as may be agreed to by the Corporation and the Subscription Receipt Agent, acting reasonably, on the day on which the Permitted Investment is to be made. Any direction received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a commercially reasonable efforts basis and may result in the Permitted Investment being made on the next Business Day.
At any time and from time to time, the Corporation will be entitled to direct the Subscription Receipt Agent by Written Request of the Corporation (i) not to make any investment specified in the notice and/or (ii) to withdraw all or any of the Escrowed Funds that may then be invested specified in the Written Request of the Corporation and re-invest such amount in one or more Permitted Investments as specified in such Written Request of the Corporation. With respect to any Written Request of the Corporation relating to a withdrawal, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Corporation prior to and after such withdrawal.
All interest shall be calculated daily and credited to the account(s) within five (5) Business Days of each month-end or sooner, as applicable, and shall become a part of the Escrowed Funds (and any losses, if any, on such investments shall be debited to the Escrowed Funds). Any bank charges and similar fees shall be charged to the Corporation. The Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from deposit made pursuant to this Article 5, including any losses resulting from a default by the grantor of the investment or any credit losses (whether or not resulting from such a default), except for losses resulting from its own gross negligence, wilful misconduct or bad faith. In making any payment, the Subscription Receipt Agent shall not be liable for any loss sustained from the early termination of any investment if such early termination is required to enable the Subscription Receipt Agent to make a payment.
The parties hereto acknowledge and agree that the Subscription Receipt Agent will have acted prudently in investing the Escrowed Funds in any Permitted Investment, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such investment.
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| 5.3 | Segregation of the Escrowed Funds |
The Escrowed Proceeds received by the Subscription Receipt Agent and any securities or other instruments received by the Subscription Receipt Agent upon the investment or reinvestment of such Escrowed Proceeds, shall be received as agent for the Holders and the Corporation, as the case may be, and shall be segregated and kept apart by the Subscription Receipt Agent in escrow pursuant to the terms of this Agreement.
| 5.4 | Payment of Interest |
Any Earned Interest which is not required to be paid to the Holders pursuant to an express provision hereof shall accrue to the benefit of and belong to the Corporation.
ARTICLE 6 – RIGHTS OF THE CORPORATION AND COVENANTS
| 6.1 | Optional Purchases by the Corporation |
Subject to applicable law and stock exchange rules, the Corporation may, from time to time, purchase by private contract or otherwise, for cancellation, any of the Subscription Receipts.
| 6.2 | General Covenants |
| (a) | The Corporation hereby covenants with the Subscription Receipt Agent and the Co-Lead Agents on behalf of the Agents and the Holders, that so long as any Subscription Receipts remain outstanding: |
| (i) | it will use its best efforts to maintain its corporate existence; |
| (ii) | it will make all requisite filings under applicable Canadian securities legislation; |
| (iii) | it will promptly announce by press release that the Corporation will not satisfy the Escrow Release Conditions or a Termination Event, as the case may be, in accordance with the provisions of this Agreement; |
| (iv) | it will promptly perform and carry out all of the acts or things to be done by it as provided in this Agreement; |
| (v) | it will reserve for issuance and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Underlying Shares pursuant to the Subscription Receipts; |
| (vi) | it will cause the Underlying Shares to be duly issued and delivered in accordance with the Subscription Receipts and the terms hereof and such Underlying Shares will be issued as fully paid and non-assessable Common Shares; |
| (vii) | it will give notice to the Subscription Receipt Agent for forwarding onto the Holders of any change of name that has been carried out; and |
| (viii) | it will give notice to the Subscription Receipt Agent and Holders of a default under the terms of this Agreement. |
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| 6.3 | Subscription Receipt Agent’s Remuneration, Expenses and Indemnification |
| (a) | Verdera hereby covenants that it will pay to the Subscription Receipt Agent, from time to time, reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement (including the reasonable compensation and disbursements of its counsel and all other assistants and advisors not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent’s gross negligence, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand. |
| (b) | Verdera and the Corporation, severally and jointly, hereby indemnifies and holds harmless the Subscription Receipt Agent and its officers, directors, employees and agents (each an “Indemnified Party”) from and against any and all liabilities, losses (excluding loss of profits and consequential damages), costs, claims, actions or demands whatsoever which may be brought against the Subscription Receipt Agent or which it may suffer or incur as a result or arising out of the performance of Verdera’s and the Corporation’s respective duties and obligations under this Agreement, save only in the event of the fraud, gross negligence, wilful misconduct or bad faith of any Indemnified Party. It is hereby understood and agreed that this indemnification shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt Agent. |
| 6.4 | Performance of Covenants by the Subscription Receipt Agent |
If the Corporation shall fail to perform any of its covenants contained in this Agreement, the Subscription Receipt Agent may notify the Holders, of such failure on the part of the Corporation or may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Holders of such performance by it. All sums expended or advanced by the Subscription Receipt Agent in so doing shall be repayable as provided in Section 6.3. No such performance, expenditure or advance by the Subscription Receipt Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants contained herein.
| 6.5 | Accounting |
The Subscription Receipt Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Subscription Receipt Agent hereunder and the receipt, investment, reinvestment and disbursement of the Escrowed Funds, and shall provide to the Corporation records and statements thereof periodically upon written request. The Corporation shall have the right to audit any such books, records, accounts and statements from time to time.
| 6.6 | Payments by the Subscription Receipt Agent |
In the event that any funds to be disbursed by the Subscription Receipt Agent in accordance herewith are received by the Subscription Receipt Agent in the form of an uncertified cheque or cheques, the Subscription Receipt Agent shall be entitled to delay the time for disbursement of such funds hereunder until such uncertified cheque or cheques have cleared in the ordinary course of the financial institution upon which the same are drawn. The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit with the Subscription Receipt Agent at such time of disbursement.
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| 6.7 | Regulatory Matters |
The Corporation shall file all such documents, notices and certificates and take such steps and do such things as may be necessary under applicable securities laws to permit the issuance of the Underlying Shares in the circumstances contemplated by Section 3.3 such that: (i) such issuance will comply with, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada; and (ii) the first trade in the Resulting Issuer Shares (other than from the holdings of a person who, alone or in combination with others, holds a sufficient number of Common Shares to materially affect control of the Corporation) will not be subject to, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada.
ARTICLE 7 – ENFORCEMENT
| 7.1 | Suits by the Holders |
Subject to the powers of the Holders exercisable by special resolution, all or any of the rights conferred upon any Holder by any of the terms of the Subscription Receipts or of this Agreement, or of both, may be enforced by the Holder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions contained herein for the benefit of the Holders.
| 7.2 | Immunity of Shareholders, etc. |
The Subscription Receipt Agent and, by acceptance of the Subscription Receipts and as part of the consideration for the issue of the Subscription Receipts, the Holders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, director, officer, employee or agent of the Corporation or any successor entity for the issue of the Underlying Shares pursuant to any Subscription Receipt or any covenant, agreement, representation or warranty by the Corporation contained herein or in the Subscription Receipt Certificates.
| 7.3 | Limitation of Liability |
The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any past, present or future directors or shareholders of the Corporation or any successor entity or any of the past, present or future officers, employees or agents of the Corporation or any successor entity, but only the property of the Corporation or any successor entity shall be bound in respect hereof.
ARTICLE 8 – MEETINGS OF THE HOLDERS
| 8.1 | Right to Convene Meetings |
The Subscription Receipt Agent may, at any time and from time to time, and shall on receipt of a Written Request of the Corporation or of a Holders’ Request and upon being funded and indemnified to its reasonable satisfaction by the Corporation or by the Holders signing such Holders’ Request, as the case may be, against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Subscription Receipt Agent failing to so convene a meeting within 30 days after receipt of such Written Request of the Corporation or such Holders’ Request and funding and indemnity given as aforesaid, the Corporation or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, Province of British Columbia, or at such other place as may be determined by the Subscription Receipt Agent and approved by the Corporation. Any meeting held pursuant to this Article 8 may be done through a virtual or electronic meeting platform, subject to the Subscription Receipt Agent’s capabilities at the time.
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| 8.2 | Notice |
At least 21 days’ prior notice of any meeting of the Holders shall be given to the Holders in the manner provided for in Section 11.2 and a copy of such notice shall be sent by mail or e-mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription Receipt Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the date (which shall be a Business Day) and time when, and the place where, the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Holders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 8.
| 8.3 | Chairperson |
An individual (who need not be a Holder) designated in writing by the Subscription Receipt Agent shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose some individual present at the meeting to be chairperson.
| 8.4 | Quorum |
Subject to the provisions of Section 8.11, at any meeting of the Holders a quorum shall consist of at least one Holder present in person or by proxy and holding, in aggregate, not less than 10% of the then outstanding Subscription Receipts. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding of any such meeting, the meeting, if summoned by the Holders or on a Holders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not hold, in aggregate, at least 10% of the then outstanding Subscription Receipts.
| 8.5 | Power to Adjourn |
The chairperson of any meeting at which a quorum of the Holders is present may, with the consent of the Holders present, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.
| 8.6 | Show of Hands |
Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on a special resolution as set out in Section 8.10 shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.
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| 8.7 | Poll and Voting |
| (a) | On every special resolution as set out in Section 8.10, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairperson or by one or more of the Holders acting in person or by proxy and holding at least 5% of the Subscription Receipts then outstanding, a poll shall be taken in such manner as the chairperson shall direct. Questions other than those required to be determined by special resolution shall be decided by a majority of the votes cast on the poll. |
| (b) | On a show of hands, every person who is present and entitled to vote, whether as a Holder or as proxy for one or more absent Holders, or both, shall have one vote. On a poll, each Holder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Subscription Receipt then held or represented by such person. A proxy need not be a Holder. In the case of joint Holders, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them shall be present in person or by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered Holders. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription Receipts, if any, that are held or represented by the chairperson. |
| 8.8 | Regulations |
The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make, and from time to time, vary such regulations as it shall think fit for:
| (a) | the setting of the record date for a meeting of the Holders for the purpose of determining the Holders entitled to receive notice of and vote at such meeting; |
| (b) | the issue of voting certificates by any bank, trust company or other depository satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual Holders of the Subscription Receipt Certificates specified therein; |
| (c) | the deposit of voting certificates and instruments appointing proxies at such place and time as the Subscription Receipt Agent, the Corporation or the Holders, convening the meeting, as the case may be, may in the notice convening the meeting direct; |
| (d) | the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed or transmitted by other electronic means before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; |
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| (e) | the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and |
| (f) | generally for the calling of meetings of the Holders and the conduct of business thereat. |
Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Holder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 8.9), shall be the Holders or their counsel or duly appointed proxies of the Holders.
| 8.9 | The Corporation and Subscription Receipt Agent may be Represented |
The Corporation, the Agents and the Subscription Receipt Agent, by their respective authorized agents, and employees and counsel for the Subscription Receipt Agent may attend any meeting of the Holders, but shall have no vote as such unless in their capacity as Holder or a proxy of a Holder.
| 8.10 | Powers Exercisable by Special Resolution |
In addition to all other powers conferred upon them by any other provisions of this Agreement or by law, the Holders at a duly convened meeting shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory approvals, exercisable from time to time by special resolution:
| (a) | to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders or the Subscription Receipt Agent (subject to the consent of the Subscription Receipt Agent) against the Corporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement, the Subscription Receipts or otherwise; |
| (b) | to amend, alter or repeal any special resolution previously passed or sanctioned by the Holders; |
| (c) | to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; |
| (d) | to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipts either unconditionally or upon any conditions specified in such special resolution; |
| (e) | to restrain any Holder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders; |
| (f) | to direct any Holder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith; |
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| (g) | to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipts or this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; |
| (h) | with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent so removed; |
| (i) | to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with the holders of any Common Shares or other securities of the Corporation. |
| 8.11 | Meaning of Special Resolution |
| (a) | The expression “special resolution” when used in this Agreement means, subject as hereinafter provided in this Section 8.11 and in Section 8.14, a resolution proposed to be passed as a special resolution at a meeting of the Holders (including an adjourned or postponed meeting) duly convened for that purpose and held in accordance with the provisions of this Article 8 and passed by the favourable votes of the Holders present in person or by proxy holding not less than 66⅔% of the then outstanding Subscription Receipts represented at the meeting and voted on a poll upon such resolution. |
| (b) | If, at any meeting called for the purpose of passing a special resolution, a quorum, as described in Section 8.4 hereof, is not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by the Holders or on a Holders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 14 days later, and to such place and time as may be determined by the chairperson. Not less than seven days prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 11.2. Such notice shall state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. |
| (c) | At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the favourable vote of holders of not less than 66⅔% of the Holders present or represented by proxy at the meeting voted upon on a poll shall be a special resolution within the meaning of this Agreement, notwithstanding that Holders of 10% or more of the Subscription Receipts then outstanding are not present in person or by proxy at such adjourned meeting. |
| (d) | Votes on a special resolution shall always be given on a poll and no demand for a poll on a special resolution shall be necessary. |
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| 8.12 | Powers Cumulative |
Any one or more of the powers or any combination of the powers in this Agreement stated to be exercisable by the Holders by special resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Holders to exercise such power or powers or combination of powers then or thereafter from time to time.
| 8.13 | Minutes |
Minutes of all resolutions and proceedings at every meeting of the Holders shall be made and duly entered in books to be provided from time to time for that purpose by the Corporation, and any such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairperson or secretary of the next succeeding meeting held shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.
| 8.14 | Instruments in Writing |
All actions which may be taken and all powers that may be exercised by the Holders at a meeting held as provided in this Article 8 may also be taken and exercised by an instrument in writing signed in one or more counterparts by such Holders, in person or by attorney duly appointed in writing, (i) holding at least a majority of the then outstanding Subscription Receipts with respect to a resolution that is not a special resolution, and the expression “resolution” when used not as part of “special resolution” in this Agreement shall include an instrument so signed, and (ii) holding at least 66⅔% of the then outstanding Subscription Receipts with respect to a special resolution, and the expression “special resolution” when used in this Agreement shall include an instrument so signed.
| 8.15 | Binding Effect of Resolutions |
Every resolution and every special resolution passed in accordance with the provisions of this Article 8 at a meeting of the Holders shall be binding upon all the Holders, whether present at or absent from such meeting, and every instrument in writing signed by the Holders in accordance with Section 8.14 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Subscription Receipt Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.
| 8.16 | Holdings by the Corporation Disregarded |
In determining whether the Holders are present at a meeting of the Holders for the purpose of determining a quorum or have concurred in any consent, waiver, resolution, special resolution, Holders’ Request or other action under this Agreement, or otherwise for the purposes of any vote taken in accordance with Section 8.6 or 8.7 hereof, Subscription Receipts owned legally or beneficially by the Corporation or any Affiliate of the Corporation shall be disregarded in accordance with the provisions of Section 11.6.
ARTICLE 9 – SUPPLEMENTAL AGREEMENTS
| 9.1 | Provision for Supplemental Agreements for Certain Purposes |
From time to time the Corporation, Co-Lead Agents and the Subscription Receipt Agent may, subject to the provisions hereof and subject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agents or representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
| (a) | adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Subscription Receipt Agent relying on the advice of Counsel prejudicial to the interests of the Holders; |
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| (b) | giving effect to any special resolution passed as provided in Article 8; |
| (c) | making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent relying on the advice of Counsel, prejudicial to the interests of the Holders; |
| (d) | adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof; |
| (e) | modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent relying on the advice of counsel, such modification or relief in no way prejudices any of the rights of the Holders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; |
| (f) | for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent relying on the advice of counsel, the rights of the Holders or of the Subscription Receipt Agent are in no way prejudiced thereby; and |
| (g) | providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Holders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel. |
| 9.2 | Successor Entity |
In the case of the consolidation, amalgamation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, merger or transfer (if not the Corporation) shall expressly assume, by supplemental agreement satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Corporation and the successor entity shall by supplemental agreement satisfactory in term to the Subscription Receipt Agent executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.
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ARTICLE 10 – CONCERNING THE SUBSCRIPTION RECEIPT AGENT
| 10.1 | Rights and Duties of the Subscription Receipt Agent |
| (a) | In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own gross negligence, wilful misconduct or bad faith. |
| (b) | The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Holders hereunder shall be conditional upon the Holders furnishing, when required by notice by the Subscription Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. |
| (c) | The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by them, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts. |
| (d) | Every provision of this Agreement that by its terms relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 10.1 and of Section 10.2. |
| (e) | The Subscription Receipt Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other parties hereto and, if its duties herein are affected, unless it shall have given its prior written consent thereto. |
| (f) | The Subscription Receipt Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any discretion or independent judgment. |
| (g) | The Subscription Receipt Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any certificates whether delivered by hand, mail or any other means. |
| (h) | The Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it. |
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| (i) | The Subscription Receipt Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation. |
| (j) | The Subscription Receipt Agent shall not be bound to do or give any notice or take any act, action, proceeding for the enforcement of any of the obligations of the Corporation under this Agreement unless and until it shall have received a Holders’ Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take, nor shall the Subscription Receipt Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and, in the absence of any such notice, the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements, or conditions contained herein. |
| (k) | No duty shall rest with the Subscription Receipt Agent to determine compliance of the transferor or transferee with applicable securities laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper. |
| 10.2 | Evidence, Experts and Advisers |
| (a) | In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as the Subscription Receipt Agent may reasonably require by written notice to the Corporation. |
| (b) | In the exercise of its rights and duties hereunder, the Subscription Receipt Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Subscription Receipt Agent. |
| (c) | Whenever it is provided in this Agreement that the Corporation shall deposit with the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Subscription Receipt Agent take the action to be based thereon. |
| (d) | Whenever applicable legislation requires that evidence referred to in Section 10.2(a) be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a Certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chief Executive Officer or Chief Financial Officer of the Corporation. |
| (e) | Proof of the execution of an instrument in writing, including a Holders’ Request, by any Holder may be made by the certificate of a commissioner of oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate and in respect of a corporate Holder, shall include a certificate of incumbency of such Holder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. |
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| (f) | The Subscription Receipt Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Subscription Receipt Agent. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. |
| 10.3 | Documents, Monies, etc. Held by the Subscription Receipt Agent |
Any securities, monies, documents of title or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or deposited for safekeeping with any such bank.
| 10.4 | Actions by the Subscription Receipt Agent to Protect Interest |
The Subscription Receipt Agent shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Holders.
| 10.5 | The Subscription Receipt Agent not Required to Give Security |
The Subscription Receipt Agent shall not be required to give any bond or security in respect of the execution of this Agreement.
| 10.6 | Protection of the Subscription Receipt Agent |
By way of supplement to the provisions of any applicable law for the time being it is hereby expressly declared and agreed as follows:
| (a) | the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 10.8 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; |
| (b) | nothing herein contained shall impose any obligation on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto; |
| (c) | the Subscription Receipt Agent shall not be bound to give notice to any person or persons of the execution hereof; |
| (d) | the Subscription Receipt Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees or agents of the Corporation; and |
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| (e) | The Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct. |
| 10.7 | Replacement of Subscription Receipt Agent; Successor by Merger |
| (a) | The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 10.7, by giving to the Corporation not less than 30 days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Holders by special resolution shall have the power at any time to remove the existing Subscription Receipt Agent and to appoint a new subscription receipt agent, subject to the provisions of Section 8.10(h) and 10.7(c). |
| (b) | In the event of the Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation, acting reasonably, shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Holders; failing such appointment by the Corporation, the retiring Subscription Receipt Agent (at the expense of the Corporation) or any Holder may apply to a justice of the British Columbia Superior Court on such notice as such justice may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the Corporation, or by the Court shall be subject to removal as aforesaid by the Holders. |
| (c) | Any new subscription receipt agent appointed under any provision of this Section 10.7 shall be authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the applicable legislation for any other provinces, in such other provinces. On any such appointment the new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder. At the request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 6.3, shall duly assign, transfer and deliver to the new subscription receipt agent at the expense of the Corporation all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. |
| (d) | Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Holders thereof in the manner provided for in Section 11.2. |
| (e) | Any corporation into which the Subscription Receipt Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Subscription Receipt Agent is a party shall become the successor subscription receipt agent under this Agreement, without the execution of any document or any further act; provided that such corporation would be eligible for appointment as a successor subscription receipt agent under Section 10.7(c). |
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| (f) | Any Subscription Receipt Certificate Authenticated but not delivered by a predecessor subscription receipt agent may be delivered by the successor subscription receipt agent in the name of the predecessor or successor subscription receipt agent. |
| 10.8 | Conflict of Interest |
| (a) | The Subscription Receipt Agent hereby represents to the Corporation and to the Agents that, to the best knowledge of the Subscription Receipt Agent, at the time of execution and delivery hereof no material conflict of interest exists between its role as a subscription receipt agent hereunder and its role in any other capacity and hereby agrees that in the event of a material conflict of interest arising hereafter it will, within 30 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its appointment as Subscription Receipt Agent hereunder to a successor subscription receipt agent approved in writing by the Corporation and meeting the requirements set forth in Section 10.7(c). Notwithstanding the foregoing provisions of this Section 10.8(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipts shall not be affected in any manner whatsoever by reason thereof. |
| (b) | Subject to Section 10.8(a), the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any affiliated entity of the Corporation without being liable to account for any profit made thereby. |
| 10.9 | Tax Reporting |
The Corporation agrees that, for tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall be taxable, and the requisite tax reporting forms shall be issued to the Holders or the Corporation, as the case may be, in the taxation year that it was earned, notwithstanding no such amount has been distributed.
| 10.10 | Acceptance of Appointment |
The Subscription Receipt Agent hereby accepts the appointment as subscription receipt agent in this Agreement and agrees to perform its duties as custodian, bailee and agent hereunder upon the terms and conditions herein set forth. The parties confirm that no trust is intended to be, or is or will be, created hereby and that the Subscription Receipt Agent shall owe no duty hereunder as a trustee.
| 10.11 | Subscription Receipt Agent Not to be Appointed Receiver |
The Subscription Receipt Agent and any person related to the Subscription Receipt Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.
| 10.12 | Anti-money Laundering |
| (a) | The Corporation hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Subscription Receipt Agent’s prescribed form as to the particulars of such third party. |
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| (b) | The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided that (i) the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such 10 day period, then such resignation shall not be effective. |
| 10.13 | Privacy |
The Corporation acknowledges that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:
| (a) | to provide the services required under this Agreement and other services that may be requested from time to time; |
| (b) | to help the Subscription Receipt Agent manage its service relationships with such individuals; |
| (c) | to meet the Subscription Receipt Agent’s legal and regulatory requirements; and |
| (d) | if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes. |
The Corporation acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. Some of the personal information may be transferred to service providers in the United States for data processing and/or storage. Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned terms, uses and disclosures.
| 10.14 | Force Majeure |
None of the parties shall be liable to any other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, economic sanctions, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 10.14.
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ARTICLE 11 – GENERAL
| 11.1 | Notice to the Corporation, the Subscription Receipt Agent and the Co-Lead Agents |
| (a) | Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation, the Subscription Receipt Agent or the Co-Lead Agents shall be deemed to be validly given if delivered by hand, courier or if transmitted by email or other electronic means: |
| (i) | if to the Corporation: |
POCML 7 INC.
130 King St. West, Suite 2210
Toronto, Ontario M5X 1E4
Attention : David D’Onofrio, Director
Email:
With copies (which shall not constitute notice) to:
Irwin Lowy LLP
Suite 401, 217 Queen Street West
Toronto ON, M5V 0R2
Attention: Riccardo Forno
Email:
| (ii) | to Verdera, to: |
Verdera Energy Corp.
c/o 1200 – 750 West Pender St.
Vancouver BC V6C 2t8
Attention: Janet Lee-Sheriff, CEO
Email:
With copies (which shall not constitute notice) to:
Morton Law LLP
c/o 1200 – 750 West Pender St.
Vancouver BC V6C 2T8
Attention: Edward Mayerhofer
Email:
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| (iii) | if to the Subscription Receipt Agent: |
Odyssey Trust Company
Trader’s Bank Building
1100 – 67 Yonge Street Toronto ON
M5E 1J8
Attention: Corporate Trust
E-mail:
| (iv) | if to the Co-Lead Agents: |
Haywood Securities Inc.
700 – 200 Burrard Street
Vancouver, British Columbia
V6C 3L6
Attention: Kevin Campbell
Email:
and
SCP Resource Finance LP
70 York Street, 7th Floor
Toronto, ON M5J 1S9
Attention: David Wargo
Email:
With copies (which shall not constitute notice) to:
DuMoulin Black LLP
1111 West Hastings St., 15th floor
Vancouver BC V6E 2J3
Attention: David Gunasekera
Email:
and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if emailed or otherwise transmitted by electronic means, on the day of transmission or, if received after the close of business of the receiving party or if such day is not a Business Day, on the first Business Day following the day of transmission.
| (b) | The Corporation, the Subscription Receipt Agent, or the Co-Lead Agents, as the case may be, may from time to time notify the other parties in the manner provided in Section 11.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation, the Subscription Receipt Agent, or the Co-Lead Agents as the case may be, for all purposes of this Agreement. |
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| 11.2 | Notice to the Holders |
| (a) | Any notice to the Holders under the provisions of this Agreement shall be valid and effective if delivered, sent by email or electronic transmission, or sent by letter or circular through the ordinary post addressed to such Holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, five Business Days following actual posting of the notice. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder will not invalidate any action or proceeding founded thereon. |
| (b) | If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Holders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Holders or if delivered to the address for such Holders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent. |
| (c) | All notices to joint holders of Subscription Receipts may be given to whichever one of the holders is named first in the appropriate register hereinbefore mentioned, and any notice so given shall be sufficient notice to all such joint holders of the Subscription Receipts. |
| 11.3 | Evidence of Ownership |
The Corporation and the Subscription Receipt Agent may deem and treat the Holder of any Subscription Receipts as the absolute owner thereof for all purposes, and the Corporation and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by its Subscription Receipts free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder of the Subscription Receipts and all persons may act accordingly. The receipt by any such Holder of the Underlying Shares which may be acquired pursuant to the automatic conversion of Subscription Receipts shall be a good discharge to the Corporation and the Subscription Receipt Agent for the same and none of the Corporation or the Subscription Receipt Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction.
| 11.4 | Satisfaction and Discharge of Agreement |
Upon the date by which (a) all Subscription Receipts have been deemed exercised, or all Subscription Receipts have expired and all Escrowed Funds have been distributed to the appropriate parties as set forth in this Agreement; or (b) all certificates have been issued and delivered hereunder to the Subscription Receipt Agent in accordance with such provisions and all Escrowed Funds have been distributed to the appropriate parties as set forth in this Agreement, this Agreement shall cease to be of any force and effect and the Subscription Receipt Agent, on demand of the Corporation and at the cost and expense of the Corporation and upon delivery to the Subscription Receipt Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Agreement.
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| 11.5 | Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and the Holders |
Nothing in this Agreement or in the Subscription Receipt Certificates, expressed or implied, shall give or be construed to give to any person other than the parties hereto, the Holders and, subject to Section 7.2, the transferees of Subscription Receipts, as the case may be, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the Holders and, subject to Section 7.2, such transferees.
| 11.6 | Subscription Receipts Owned by the Corporation - Certificate to be Provided |
For the purpose of disregarding any Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation in Section 8.16, the Corporation shall provide to the Subscription Receipt Agent, from time to time, a Certificate of the Corporation setting forth as at the date of such certificate the number of Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation, and the Subscription Receipt Agent, in making the computations in Section 8.16, shall be entitled to rely on such certificate without requiring further evidence thereof. For greater certainty, the Corporation shall not be required to provide a nil certificate.
| 11.7 | Applicable Law |
This Agreement and the Subscription Receipt Certificates shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts.
| 11.8 | Invalidity, Etc. |
Each of the provisions in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions hereof.
| 11.9 | Successors and Assigns |
All covenants and agreements in the Agreement by the Corporation shall bind its successors and assigns, whether expressed or not.
| 11.10 | Time of Essence |
Time is and shall remain of the essence of this Agreement.
| 11.11 | Counterparts |
This Agreement may be executed and delivered in counterparts by facsimile or other electronic form, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.
| 11.12 | English Language |
Each of the parties hereto hereby acknowledges that it has consented to and requested that this Agreement and all documents relating thereto, including the form of Subscription Receipt Certificate attached hereto as Schedule “A”, be drawn up in the English language only. Les parties aux présentes reconnaissent avoir accepté et exigé que le présent contrat et tous les documents s’y rapportant y compris, sans restreindre la portée générale de ce qui précède, le formulaire de certificat de reçu de souscription joint aux présentes à titre d’annexe A, soient rédigés en langue anglaise seulement.
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[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
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IN WITNESS WHEREOF the parties have executed this Agreement.
| POCML 7 INC. | ||
| Per: | ||
| Authorized Signing Officer | ||
| VERDERA ENERGY CORP. | ||
| Per: | ||
| Authorized Signing Officer | ||
| HAYWOOD SECURITIES INC. | ||
| Per: | ||
| Authorized Signing Officer | ||
| SCP RESOURCE FINANCE LP | ||
| Per: | ||
| Authorized Signing Officer | ||
| ODYSSEY TRUST COMPANY | ||
| Per: | ||
| Authorized Signing Officer | ||
| Per: | ||
| Authorized Signing Officer | ||
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SCHEDULE A
FORM OF SUBSCRIPTION RECEIPT CERTIFICATE
“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 13, 2026.”
[Certificates required to bear the legend set forth in Section 2.3(d) of the Subscription Receipt Agreement shall bear the following additional legends:]”
"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF POCML 7 INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”
[Certificates required to bear the legend set forth in Section 2.3(e) of the Subscription Receipt Agreement shall bear the following additional legends:]
“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO POCML 7 INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”
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POCML 7 INC.
(a Corporation existing under the laws of the Province of Ontario)
| Subscription Receipt | Certificate for |
|
| Certificate No. [●] | Subscription Receipts, each entitling the holder to acquire one (1) Underlying Share (subject to adjustment as provided for in the Agreement (as defined below) | |
| CUSIP: | 69291G115 | |
| ISIN: | CA69291G1155 | |
THIS IS TO CERTIFY THAT for value received
(the “Holder”) is the registered holder of Subscription Receipts specified above. The Subscription Receipts represented by this certificate (the “Subscription Receipt Certificate”) are issued pursuant to a Subscription Receipt Agreement (the “Subscription Receipt Agreement”) dated the 12th day of February, 2026 among POCML 7 Inc. (“the Corporation”), Verdera Energy Corp., Haywood Securities Inc. and SCP Resource Finance LP (together, the “Co-Lead Agents”) and Odyssey Trust Company (the “Subscription Receipt Agent”). Capitalized terms used in the Subscription Receipt Agreement have the same meaning herein as therein, unless otherwise defined.
The sale of the Subscription Receipts is being completed in connection with the Proposed Transaction.
Concurrently with closing of the Proposed Transaction, the Corporation will consolidate its common shares such that each old common share of the Corporation will be exchanged for 0.656565 of a new common share (each whole share being a “Resulting Issuer Share”). Upon satisfaction of the Escrow Release Conditions at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate will entitle the holder to receive, without payment of additional consideration or further action, one fully paid and non-assessable Resulting Issuer Share (the “Underlying Shares”) on the Release Date and the holder will be a holder of the Underlying Shares issuable pursuant to such Subscription Receipts without the taking of any further action by the holder or payment of additional consideration.
On and after the date of issuance of the Underlying Shares pursuant to the Subscription Receipts represented by this Subscription Receipt Certificate, the holder will have no rights hereunder except to the Underlying Shares issued to such holder.
Pursuant to the Subscription Receipt Agreement, the “Release Date” is the date, or the Business Day following such date, on which the Subscription Receipt Agent receives the Escrow Release Notice in the form required under the Subscription Receipt Agreement, which notice will inform the Subscription Receipt Agent of the satisfaction or waiver of the Escrow Release Conditions and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Agreement.
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In the event that (i) the Corporation or Verdera advises the Co-Lead Agents and the Subscription Receipt Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or (ii) the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate shall, without any action on the part of the holder (including the surrender of this Subscription Receipt Certificate), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time. In such event, the holder shall thereafter have no rights hereunder except to receive the amount equal to the aggregate Subscription Price for the Subscription Receipts represented by this Subscription Receipt Certificate (together with a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof)) in accordance with the Subscription Receipt Agreement.
The Subscription Receipts and the Underlying Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state of the United States and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act and may be offered, sold, pledged, or otherwise transferred, directly or indirectly, only pursuant to a registration statement effective under the 1933 Act or pursuant to an exemption from registration thereunder and similar exemptions under all applicable securities laws of any state of the United States.
Reference is hereby made to the Subscription Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the Holders and the terms and conditions upon which such Subscription Receipts are, or are to be, issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or ancillary thereto were herein set forth, and to all of which provisions the Holder of these Subscription Receipts by acceptance hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Subscription Receipt Certificate, the terms of the Subscription Receipt Agreement shall prevail to the extent of the inconsistency.
The Subscription Receipt Agreement provides for adjustment in the number of Underlying Shares to be issued for Subscription Receipts in certain events therein set forth. The Subscription Receipt Agreement contains provisions making binding upon all Holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions therein set forth.
The holding of the Subscription Receipts evidenced by this Subscription Receipt Certificate shall not constitute the Holder hereof a shareholder of the Corporation or the Resulting Issuer or entitle such Holder to any right or interest in respect thereof except as expressly provided herein and in the Subscription Receipt Agreement.
The Subscription Receipts evidenced by this certificate may be transferred on the register kept at the offices of the Subscription Receipt Agent by the registered holder hereof or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent, only in compliance with the terms of the Subscription Receipt Agreement and upon payment of the charges provided for in the Subscription Receipt Agreement and upon compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe. The transfer register shall be closed at 5:00 p.m. (Toronto time) on the date of a Termination Event.
Time shall be of the essence hereof. This Subscription Receipt Certificate is governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.
[Balance of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF POCML 7 INC.. has caused this Subscription Receipt Certificate to be signed by its duly authorized representative as of the 12th day of February, 2026.
| POCML 7 INC. | |||
| By: | |||
| Authorized Signatory | |||
| Countersigned and Registered by: | |||
| ODYSSEY TRUST COMPANY | |||
| By: | |||
| Authorized Signatory | |||
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FORM OF TRANSFER
Odyssey
Trust Company
Trader’s Bank Building
1100 – 67 Yonge Street
Toronto ON M5E 1J8
Attn: Corporate Trust
| FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to |
(print name, address and Social Insurance Number/Social Security Number of Transferee) the Subscription Receipts represented by this Subscription Receipt Certificate and hereby irrevocable constitutes and appoints as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Subscription Receipts.
In the case of a Subscription Receipt Certificate owned by an original purchaser of Subscription Receipts in the United States, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):
| ¨ | (A) | the transfer is being made only to the Corporation; or |
| ¨ | (B) | the transfer is being made outside the United States in compliance with Rule 904 of Regulation S under the 1933 Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Subscription Receipt Agreement, and if required, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to such effect; or |
| ¨ | (C) | the transfer is being made pursuant to Rule 144 under the 1933 Act and the holder has delivered an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to such effect; or |
| ¨ | (D) | the transfer is being made pursuant an exemption from the registration requirements of the 1933 Act and the holder has delivered an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to such effect. |
DATED this day of , 20 .
| SPACE FOR GUARANTEES OF SIGNATURES (BELOW) | ) | ||
| ) | |||
| ) | Signature of Transferor | ||
| ) | |||
| ) | |||
| Guarantor’s Signature/Stamp | ) | Name of Transferor | |
| ) |
CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY
The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):
● Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.
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● Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.
● Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.
OR
The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.
REASON FOR TRANSFER – FOR U.S. RESIDENTS ONLY
Consistent with U.S. IRS regulations, Odyssey Trust Company is required to request cost basis information from U.S. securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).
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SCHEDULE B
FORM OF ESCROW RELEASE NOTICE
| TO: | ODYSSEY TRUST COMPANY, in its capacity as the subscription receipt agent (the “Subscription Receipt Agent”) for subscription receipts of POCML 7 Inc. (the “Corporation”). |
Reference is made to the Subscription Receipt Agreement dated the 12th day of February, 2026 between the undersigned, Haywood Securities Inc., SCP Resource Finance LP and the Subscription Receipt Agent (the “Subscription Receipt Agreement”). Capitalized terms used herein without definition having the meanings specified in the Subscription Receipt Agreement.
In accordance with Section 3.1 of the Subscription Receipt Agreement, this notice is provided to advise you that each of the Escrow Release Conditions have been satisfied in full or waived in accordance with the Subscription Receipt Agreement.
In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:
| a) | as to $ ___________________ to Odyssey Trust Company, equal to its reasonable fees for services rendered and disbursements; |
| b) | as to $ ___________________ to the Co-Lead Agents, on its own behalf and behalf of the Agents, as the case may be, being an amount that is equal to: |
(1) $________________, representing 50% of the Cash Fee, together with any pro rata interest earned thereon; and
(2) $_____________________, representing any expenses incurred by the Agents and not already paid by the Corporation on the Closing Date;
| c) | $_____________________, representing the balance to or at the direction of the Corporation. |
Payment is to be made forthwith and by wire transfer as follows:
| d) | as to $___________________ to the Co-Lead Agents in accordance with the instructions attached to this notice; |
| e) | as to $_____________________, representing the balance to the Corporation in accordance with the instructions attached to this notice. |
The Subscription Receipt Agent is hereby irrevocably directed and authorized by the Corporation to cause the issuance and delivery, on behalf of the Corporation, of the Underlying Shares to the persons to whom such Underlying Shares are to be issued pursuant to the Subscription Receipt Agreement effective as at February 12, 2026, noted above, all as provided in Section 3.3 of the Subscription Receipt Agreement. The Corporation hereby confirms that the issuance of the Underlying Shares has been duly authorized by all necessary corporate action and upon their issuance and delivery the Underlying Shares will be issued as fully paid and non-assessable common shares of the Corporation.
The foregoing direction is irrevocable and shall constitute your good and sufficient authority for causing such issuance and making such payments as directed above.
[Signature Page Follows]
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THIS ESCROW RELEASE NOTICE IS DATED the day of , 20 .
POCML 7 INC. (TO BE RENAMED VERDERA ENERGY CORP.)
| By: | ||
| Name: | David D’Onofrio | |
| Title: | Director |
VERDERA ENERGY CORP.
| By: | ||
| Name: | Janet Lee-Sheriff | |
| Title: | CEO |
HAYWOOD SECURITIES INC.
| Per: |
Authorized Signing Officer
SCP RESOURCE FINANCE LP
| Per: |
Authorized Signing Officer
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SCHEDULE C
FORM OF DECLARATION OF REMOVAL OF LEGEND
Declarations for Removal of Legend TO: POCML 7 INC. (the "Corporation").
AND TO: ODYSSEY TRUST COMPANY
The undersigned (A) acknowledges that the sale of securities of the Corporation to which this declaration relates, represented by certificate number _______________ or held in direct registration system (DRS) account number _______________, is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the undersigned is not (a) an "affiliate" (as defined in Rule 405 under the U.S. Securities Act) of the Corporation, (b) a "distributor" as defined in Regulation S, or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a "U.S. person" or to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Canadian Securities Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.
The undersigned understands that the Corporation, its transfer agent and others are relying upon the representations contained in this Declaration. The undersigned agrees to and does hereby indemnify and hold the Corporation, its transfer agent, directors, officers, employees, agents and counsel (collectively, the “Indemnified Parties”) harmless from and against any claim against any Indemnified Party as a result of or which involves the inaccuracy of any representation or the breach of any warranty or covenant made by the undersigned in this Declaration, including, without limitation, all expenses, reasonable attorneys’ fees and court costs incurred as a result of any such inaccuracy of any representation or breach of any warranty or covenant.
| By: | ||
| Signature | ||
| Name (please print) | ||
| Date | ||
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Affirmation By Seller's Broker-Dealer
We have read the foregoing representations of our customer,________________________ (the "Seller") dated________________________, with regard to our sale, for such Seller's account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.
| Name of Firm | ||
| By: | ||
| Authorized officer | ||
| Date: | ||
Exhibit 4.2
VERDERA ENERGY CORP.
AND
HAYWOOD SECURITIES INC.
AND
SCP RESOURCE FINANCE LP
AND
ODYSSEY TRUST COMPANY
SUBSCRIPTION RECEIPT AGREEMENT
Providing for the Issue of Subscription Receipts
Dated February 12, 2026
Table of Contents
| ARTICLE 1 – INTERPRETATION | 6 |
| 1.1 | Definitions | 6 | ||
| 1.2 | Interpretation | 11 | ||
| 1.3 | Headings, Etc | 11 | ||
| 1.4 | Day not a Business Day | 11 | ||
| 1.5 | Monetary References | 11 | ||
| 1.6 | Conflict | 11 | ||
| 1.7 | Meaning of “outstanding” for Certain Purposes | 11 |
| ARTICLE 2 – ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS | 12 |
| 2.1 | Issue of Subscription Receipts | 12 | ||
| 2.2 | Payment Acknowledgement | 12 | ||
| 2.3 | Terms and Issue of Subscription Receipts | 13 | ||
| 2.4 | Fractional Subscription Receipts | 15 | ||
| 2.5 | Register for Subscription Receipts | 17 | ||
| 2.6 | Registers Open for Inspection | 17 | ||
| 2.7 | Holder not a Shareholder | 17 | ||
| 2.9 | Signing of Subscription Receipt Certificates | 18 | ||
| 2.10 | Signature | 18 | ||
| 2.11 | Authentication not Representation | 18 | ||
| 2.12 | Issue in Substitution for Subscription Receipt Certificates Lost, etc | 18 | ||
| 2.13 | Exchange of Subscription Receipt Certificates | 18 | ||
| 2.14 | Transfer and Ownership of Subscription Receipts | 19 | ||
| 2.15 | Amounts to be Held in Escrow | 20 | ||
| 2.16 | Transfer Restrictions for U.S. Holders | 21 | ||
| 2.17 | Cancellation of Surrendered Subscription Receipt Certificates | 21 |
| ARTICLE 3 – ISSUANCE OF UNDERLYING COMMON SHARES OR REFUND OF SUBSCRIPTION PRICE | 22 |
| 3.1 | Escrow Release Notice | 22 | ||
| 3.2 | Release of the Escrowed Funds | 22 | ||
| 3.3 | Issue of Underlying Shares and Payment Thereon | 22 | ||
| 3.4 | Fractions | 23 | ||
| 3.5 | Payment on Termination | 23 | ||
| 3.6 | Calculations | 24 |
| ARTICLE 4 – ADJUSTMENT | 25 |
| 4.1 | Definitions | 25 | ||
| 4.2 | Adjustment | 25 | ||
| 4.3 | Notice of Certain Events | 27 | ||
| 4.4 | Protection of Subscription Receipt Agent | 27 |
| ARTICLE 5 – INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST | 27 |
| 5.1 | Deposit of Escrowed Proceeds in Escrow | 27 | ||
| 5.2 | Investment of the Escrowed Proceeds | 28 | ||
| 5.3 | Segregation of the Escrowed Funds | 28 | ||
| 5.4 | Payment of Interest | 29 |
| ARTICLE 6 – RIGHTS OF THE CORPORATION AND COVENANTS | 29 |
| 6.1 | Optional Purchases by the Corporation | 29 | ||
| 6.2 | General Covenants | 29 | ||
| 6.3 | Subscription Receipt Agent’s Remuneration, Expenses and Indemnification | 29 | ||
| 6.4 | Performance of Covenants by the Subscription Receipt Agent | 30 | ||
| 6.5 | Accounting | 30 | ||
| 6.6 | Payments by the Subscription Receipt Agent | 30 | ||
| 6.7 | Regulatory Matters | 30 |
| ARTICLE 7 – ENFORCEMENT | 31 |
| 7.2 | Immunity of Shareholders, etc | 31 | ||
| 7.3 | Limitation of Liability | 31 |
| ARTICLE 8 – MEETINGS OF THE HOLDERS | 31 |
| 8.1 | Right to Convene Meetings | 31 | ||
| 8.2 | Notice | 31 | ||
| 8.3 | Chairperson | 32 | ||
| 8.4 | Quorum | 32 | ||
| 8.5 | Power to Adjourn | 32 | ||
| 8.6 | Show of Hands | 32 | ||
| 8.7 | Poll and Voting | 32 | ||
| 8.8 | Regulations | 33 | ||
| 8.9 | The Corporation and Subscription Receipt Agent may be Represented | 34 | ||
| 8.10 | Powers Exercisable by Special Resolution | 34 | ||
| 8.11 | Meaning of Special Resolution | 35 | ||
| 8.12 | Powers Cumulative | 35 | ||
| 8.13 | Minutes | 35 | ||
| 8.14 | Instruments in Writing | 36 | ||
| 8.15 | Binding Effect of Resolutions | 36 | ||
| 8.16 | Holdings by the Corporation Disregarded | 36 |
| ARTICLE 9 – SUPPLEMENTAL AGREEMENTS | 36 |
| 9.1 | Provision for Supplemental Agreements for Certain Purposes | 36 | ||
| 9.2 | Successor Entity | 37 |
| ARTICLE 10 – CONCERNING THE SUBSCRIPTION RECEIPT AGENT | 37 |
| 10.1 | Rights and Duties of the Subscription Receipt Agent | 37 | ||
| 10.2 | Evidence, Experts and Advisers | 39 | ||
| 10.3 | Documents, Monies, etc. Held by the Subscription Receipt Agent | 40 | ||
| 10.4 | Actions by the Subscription Receipt Agent to Protect Interest | 40 | ||
| 10.5 | The Subscription Receipt Agent not Required to Give Security | 40 | ||
| 10.6 | Protection of the Subscription Receipt Agent | 40 | ||
| 10.7 | Replacement of Subscription Receipt Agent; Successor by Merger | 40 | ||
| 10.8 | Conflict of Interest | 41 | ||
| 10.9 | Tax Reporting | 42 | ||
| 10.10 | Acceptance of Appointment | 42 | ||
| 10.11 | Subscription Receipt Agent Not to be Appointed Receiver | 42 | ||
| 10.12 | Anti-money Laundering | 42 | ||
| 10.13 | Privacy | 43 | ||
| 10.14 | Force Majeure | 43 |
| ARTICLE 11 – GENERAL | 44 |
| 11.1 | Notice to the Corporation, the Subscription Receipt Agent | 44 | ||
| 11.2 | Notice to the Holders | 45 | ||
| 11.3 | Evidence of Ownership | 45 | ||
| 11.4 | Satisfaction and Discharge of Agreement | 46 | ||
| 11.5 | Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and the Holders | 46 | ||
| 11.6 | Subscription Receipts Owned by the Corporation - Certificate to be Provided | 46 | ||
| 11.7 | Applicable Law | 46 | ||
| 11.8 | Invalidity, Etc | 46 | ||
| 11.9 | Successors and Assigns | 47 | ||
| 11.10 | Time of Essence | 47 | ||
| 11.11 | Counterparts | 47 | ||
| 11.12 | English Language | 47 |
| SCHEDULE A |
| SCHEDULE B |
| SCHEDULE C |
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SUBSCRIPTION RECEIPT AGREEMENT
THIS SUBSCRIPTION RECEIPT AGREEMENT is dated as of February 12, 2026.
BETWEEN:
VERDERA ENERGY CORP., a corporation duly incorporated under the laws of the Province of British Columbia (the “Corporation”)
– and –
HAYWOOD SECURITIES INC. (“Haywood”)
– and –
SCP RESOURCE FINANCE LP (“SCP”, together with Haywood, the “Co-Lead Agents”)
– and –
ODYSSEY TRUST COMPANY, a trust company authorized to carry on business in all provinces and territories of Canada (the “Subscription Receipt Agent”)
WHEREAS the Corporation proposes to create, issue and sell on a commercially reasonable efforts agency basis Subscription Receipts at a price of $1.00 per Subscription Receipt, in one or more private placement closings (the “Offering”) for gross proceeds of up to $23,000,000 (including subscription receipts to be issued concurrently by POCML 7 Inc. (“POCML 7”)), with each Subscription Receipt representing the right of the holder thereof to acquire one Common Share, subject to certain adjustments and satisfaction and or waiver of the Escrow Release Conditions, for no additional consideration in the manner herein set forth.
AND WHEREAS the Corporation has agreed that:
| (a) | pending the satisfaction of the Escrow Release Conditions, the Escrowed Proceeds are to be delivered to and held by the Subscription Receipt Agent as escrow agent hereunder, unless otherwise directed, and invested in the manner set out herein; |
| (b) | if the Escrow Release Conditions are satisfied at or before the Escrow Release Deadline, the Holders will be entitled to receive, without payment of additional consideration or the undertaking of any further action on the part of the Holders, one Common Share (subject to certain adjustments) for each Subscription Receipt then held; |
| (c) | if the Escrow Release Conditions are not satisfied at or before the Escrow Release Deadline, the Subscription Receipt Agent shall return the Escrowed Funds, to the Co-Lead Agents or the Holders on a pro rata basis (less any applicable bank fees), as directed by the Co-Lead Agents; and |
| (d) | the Company shall be responsible and liable to the Holders for any shortfall between the aggregate Subscription Price paid by the original purchasers of the Subscription Receipts and the amount of the Escrowed Funds. |
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AND WHEREAS the Subscription Receipts are being issued by the Corporation in connection with a business combination transaction involving POCML 7 and 1564752 B.C. Ltd. (“SubCo”), a wholly-owned subsidiary of POCML 7, whereby all of the Common Shares will be exchanged for common shares in the capital of POCML 7 (which is expected to be renamed “Verdera Energy Corp.” or a variant thereof) (the “Proposed Transaction”), pursuant to the terms of the Amalgamation Agreement;
AND WHEREAS the Subscription Receipt Agent hereby agrees to act as subscription receipt agent in accordance with the provisions hereof;
AND WHEREAS the Subscription Receipt Agent has agreed to act as registrar for the Subscription Receipts and as escrow agent to receive the Escrowed Funds;
AND WHEREAS all things necessary have been done and performed to make the Subscription Receipts, when Authenticated by the Subscription Receipt Agent and issued as provided in this Agreement, legal, valid and binding obligations of the Corporation with the benefits of, and subject to, the terms of this Agreement;
AND WHEREAS the foregoing recitals are made as statements of fact by the Corporation and not by the Subscription Receipt Agent.
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the foregoing recitals forming an integral part of this Agreement, the parties hereto hereby declare and agree with each other as follows:
ARTICLE 1 – INTERPRETATION
| 1.1 | Definitions |
In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings, namely:
| (a) | “1933 Act” means the United States Securities Act of 1933, as amended; |
| (b) | “1934 Act” means the United States Securities Exchange Act of 1934, as amended; |
| (c) | “Affiliate” has the same meaning as set forth in National Instrument 45-106 – Prospectus Exemptions; |
| (d) | “Agency Agreement” means the agency agreement to be entered into between the Agents, the Corporation and POCML 7 in respect of the Offering; |
| (e) | “Agents” means the Co-Lead Agents, together with a syndicate of agents; |
| (f) | “Agreement” means this agreement, as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof; |
| (g) | “Applicable Procedures” means (a) with respect to any transfer or exchange of beneficial ownership interests in, or the exercise of Subscription Receipts represented by, a CDS Subscription Receipt, the applicable rules, procedures or practices of CDS and the Subscription Receipt Agent in effect at the time being, and (b) with respect to any issuance, deposit or withdrawal of Subscription Receipts from or to an electronic position evidencing a beneficial ownership interest in Subscription Receipts represented by a CDS Subscription Receipt, the rules, procedures or practices followed by the Depository and the Subscription Receipt Agent at the time being with respect to the issuance, deposit or withdrawal of such positions; |
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| (h) | “Articles” means the articles and Notice of Articles of the Corporation as the same may be further amended, restated, supplemented or otherwise modified from time to time; |
| (i) | “Authenticated” means, with respect to the issuance of a Subscription Receipt Certificate, one which has been duly signed by the Corporation and authenticated by manual signature of an authorized officer of the Subscription Receipt Agent, and “Authenticate”, “Authenticating” and “Authentication” shall have the appropriate correlative meanings; |
| (j) | “Book Entry Participants” means institutions that participate directly or indirectly in the Depository’s book entry registration system for the Subscription Receipts; |
| (k) | “Business Day” means any day of the year which is not Saturday or Sunday or a statutory holiday in the Province of British Columbia or the Province of Ontario, or any other day on which Canadian chartered banks in British Columbia are generally closed; |
| (l) | “Capital Reorganization” has the meaning ascribed thereto in Section 4.2(b); |
| (m) | “Cash Fee” means a cash commission equal to 5% of the Proceeds, payable as follows: (i) 50% of the Cash Fee shall be payable to the Agents on the Closing Date; and (ii) the remaining 50% of the Cash Fee shall be deposited into escrow and form part of the Escrowed Funds and shall be paid to the Agents upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds; |
| (n) | “CDS Subscription Receipts” means Subscription Receipts representing all or a portion of the aggregate number of Subscription Receipts issued in the name of the Depository, and held as custodian for the beneficial owners of the Subscription Receipts, and represented by an Uncertificated Subscription Receipt, or if requested by the Depository or the Corporation, by a Subscription Receipt Certificate; |
| (o) | "Closing Date" means the date or dates on which the issue of the Subscription Receipts is completed; |
| (p) | “Co-Lead Agents” has the meaning ascribed thereto in the recitals to this Agreement; |
| (q) | “Common Shares” means the common shares in the capital of the Corporation; |
| (r) | “Corporation” has the meaning ascribed thereto in the recitals to this Agreement; |
| (s) | “Counsel” means a barrister and solicitor or lawyer or a firm of barristers and solicitors or lawyers (who may be counsel to the Corporation), in each case acceptable to the Subscription Receipt Agent; |
| (t) | “Depository” means CDS Clearing and Depository Services Inc. or such other person as is designated in writing by the Corporation to act as depository in respect of the Subscription Receipts; |
| (u) | “Designated Office” means the principal stock transfer office of the Subscription Receipt Agent from time to time in the City of Vancouver, Province of British Columbia; |
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| (v) | “Earned Interest” means the interest or other income actually earned, if any, on the investment of the Escrowed Proceeds from, and including, the date hereof to, but excluding, the earlier to occur of the Escrow Release Deadline and the Termination Date; |
| (w) | “Escrow Release Conditions” means the following, all as satisfied and/or waived: |
| (i) | the completion or satisfaction or waiver of all conditions-precedent to the Proposed Transaction, other than the release of the Escrowed Funds, to the sole satisfaction of the Co-Lead Agents, on behalf of the Agents, acting reasonably; |
| (ii) | the receipt of all required shareholder and regulatory approvals (including the approval of the Exchange), as applicable, required in connection with: (i) the Proposed Transaction and (ii) the conditional approval by the Exchange for the listing (subject only to standard listing conditions) of the Resulting Issuer Shares, including any such securities underlying and issuable pursuant to the exercise of compensation options issuable to the Agents; |
| (iii) | the Corporation, the Resulting Issuer and the Co-Lead Agents, on behalf of the Agents, having delivered the Escrow Release Notice to the Subscription Receipt Agent confirming that the conditions set forth in (i) and (ii) above have been met or waived; and |
| (iv) | the Corporation shall have not committed any material breach of the Agency Agreement that has not been cured within 5 days of the Corporation’s receipt of written notice from the Co-Lead Agents, on behalf of the Agents, specifying in reasonable detail the nature of such breach; |
| (x) | “Escrow Release Deadline” means 5:00 p.m. (Toronto time) on the date that is 90 days after the Closing Date, provided that the Corporation and the Co-Lead Agents may mutually agree to a one-time additional thirty (30) day extension; |
| (y) | “Escrow Release Notice” means the joint notice provided by the Corporation, the Resulting Issuer, and the Co-Lead Agents, on behalf of the Agents, to the Subscription Receipt Agent, substantially in the form attached hereto as Schedule “B”, executed by the Corporation, the Resulting Issuer, and the Co-Lead Agents, on behalf of the Agents and certifying that the Escrow Release Conditions have been satisfied; |
| (z) | “Escrowed Funds” means the Escrowed Proceeds and the Earned Interest thereon at any given time; |
| (aa) | “Escrowed Proceeds” mean the Proceeds less (i) 50% of the Cash Fee; and (ii) reasonable expenses incurred by the Co-Lead Agents in connection with the Offering; |
| (bb) | “Exchange” means the TSX Venture Exchange, or a recognized Canadian stock exchange; |
| (cc) | “Final Bulletin” means the final bulletin issued by the Exchange announcing Exchange approval of the Proposed Transaction; |
| (dd) | “Holders” means the persons who are registered owners of the Subscription Receipts |
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| (ee) | “Holders’ Request” means an instrument signed in one or more counterparts by Holders holding in the aggregate not less than 25% of the aggregate number of all Subscription Receipts then outstanding, requesting the Subscription Receipt Agent to take some action or proceeding specified therein; |
| (ff) | “Indemnified Party” has the meaning ascribed thereto in Section 6.3(b) |
| (gg) | “Internal Procedures” means in respect of the making of any one or more entries to, changes in or deletions of any one or more entries in the register at any time (including, without limitation, original issuance or registration of transfer of ownership), the Subscription Receipt Agent’s internal procedures customary at such time for the entry, change or deletion made to be completed under the operating procedures followed at the time by the Subscription Receipt Agent; |
| (hh) | "Offering" has the meaning ascribed thereto in the recitals to this Agreement; |
| (ii) | “Original Qualified Institutional Buyer” means a Qualified Institutional Buyer that executed and delivered a Qualified Institutional Buyer Investment Letter in connection with their initial purchase of Subscription Receipts from the Corporation; |
| (jj) | “Permitted Investments” has the meaning ascribed thereto in Section 5.2; |
| (kk) | “person” includes an individual, company, partnership, joint venture, association, trust, trustee, unincorporated organization or government or any agency or political subdivision thereof; |
| (ll) | “POCML 7” has the meaning ascribed thereto in the recitals to this Agreement; |
| (mm) | “Proceeds” means the aggregate gross proceeds which may be received in respect of the issuance and sale of the Subscription Receipts; |
| (nn) | “Proposed Transaction” has the meaning ascribed thereto in the recitals to this Agreement; |
| (oo) | “Qualified Institutional Buyer” means a “qualified institutional buyer” as defined under Rule 144A; |
| (pp) | “Qualified Institutional Buyer Investment Letter” means the Qualified Institutional Buyer Investment Letter attached to the subscription agreement pursuant to which the Subscription Receipts were purchased; |
| (qq) | “Resulting Issuer” means POCML 7 Inc., to be renamed “Verdera Energy Corp.” after the completion of the Proposed Transaction; |
| (rr) | “Resulting Issuer Shares” means the common shares in the capital of the Resulting Issuer; |
| (ss) | “Rule 144A” means Rule 144A adopted by the SEC under the 1933 Act; |
| (tt) | “SEC” means the United States Securities and Exchange Commission; |
| (uu) | “Shareholder” means a holder of Common Shares; |
| (vv) | “Subscription Price” means $1.00 per Subscription Receipt; |
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| (ww) | “Subscription Receipt Agent” has the meaning ascribed thereto in the recitals to this Agreement; |
| (xx) | “Subscription Receipt Certificate” means a certificate evidencing Subscription Receipts substantially in the form attached hereto as Schedule “A” with such appropriate insertions, deletions, substitutions and variations as required or permitted by the terms of this Agreement or as required to comply with any law or the rules of any securities exchange and as the Corporation may deem necessary or desirable; |
| (yy) | “Subscription Receipts” means the subscription receipts created by and authorized by and issuable under this Agreement, to be issued and Authenticated hereunder as a Subscription Receipt Certificate or Uncertificated Subscription Receipt, and where the context so requires, also means the Subscription Receipts issued and Authenticated hereunder, by way of Subscription Receipt Certificate or Uncertificated Subscription Receipt that have not at the particular time expired, been purchased by the Corporation or been exchanged; |
| (zz) | “Termination Date” means the date on which a Termination Event occurs; |
| (aaa) | “Termination Event” means a notice from the Corporation or POCML 7 to the Co-Lead Agents and the Subscription Receipt Agent, or the announcement by the Corporation or POCML 7 to the public, that the Corporation or Verdera do not intend to satisfy the Escrow Release Conditions; |
| (bbb) | “Termination Payment Time” means 5:00 p.m. (Toronto time) on the third Business Day after the Termination Date; |
| (ccc) | “Uncertificated Subscription Receipt” means any Subscription Receipt which is not issued as a Subscription Receipt Certificate, including any Subscription Receipt held through the Depository’s book entry registration system; |
| (ddd) | “Underlying Shares” means the Common Shares issuable upon the conversion of the Subscription Receipts; |
| (eee) | “United States” means the United States of America, its territories and possessions; |
| (fff) | “U.S. Person” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the 1933 Act; |
| (ggg) | “U.S. Holders” means a Holder who was, at the time of purchase (a) any person in the United States, (b) any U.S. Person or any person that purchased Subscription Receipts for the account or benefit of any U.S. Person, (c) any person who receives or received an offer to acquire such Subscription Receipts while in the United States, and (d) any person who was (or its authorized signatory was) in the United States at the time such person's buy order was made or the subscription agreement pursuant to which such Subscription Receipts were acquired was executed or delivered; and |
| (hhh) | “Written Request of the Corporation”, “Written Direction of the Corporation”, “Officer’s Certificate” and “Certificate of the Corporation” mean, respectively, a written request, written direction and certificate signed in the name of the Corporation by one or more duly authorized signatories and may consist of one or more instruments so executed. |
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| 1.2 | Interpretation |
In this Agreement:
| (a) | words importing the singular number or masculine gender shall include the plural number or the feminine or neuter genders, and vice versa; |
| (b) | references to Sections, Subsections and Schedules refer, unless otherwise specified, to Sections, Subsections and Schedules to, this Agreement; |
| (c) | words and terms denoting inclusiveness (such as “include” or “includes” or “including”), whether or not so stated, are not limited by and do not imply limitation of their context or the words or phrases which precede or succeed them; and |
| (d) | “hereof”, “herein”, “hereby”, “hereunder” and “hereto”, and similar expressions, shall be references to this Agreement. |
| 1.3 | Headings, Etc. |
The division of this Agreement into Articles, Sections and Subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or of a Subscription Receipt Certificate.
| 1.4 | Day not a Business Day |
In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.
| 1.5 | Monetary References |
Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed and all payments to be made hereunder shall be made in Canadian dollars.
| 1.6 | Conflict |
In the event of a conflict or inconsistency between a provision in the body of this Agreement and in any Subscription Receipt Certificate issued hereunder, the provision in the body of this Agreement shall prevail to the extent of the inconsistency.
| 1.7 | Meaning of “outstanding” for Certain Purposes |
Every Subscription Receipt Authenticated or countersigned and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until the earlier of: (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Event, provided however that:
| (a) | where a Subscription Receipt Certificate has been issued in substitution for a Subscription Receipt Certificate which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the number of Subscription Receipts outstanding; and |
| (b) | for the purposes of any provision of this Agreement entitling Holders of outstanding Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this Agreement, Subscription Receipts owned legally or equitably by the Corporation or any subsidiary of the Corporation thereof, shall be disregarded, except that for the purpose of determining whether the Subscription Receipt Agent shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Subscription Receipts of which the Subscription Receipt Agent has notice that they are so owned shall be so disregarded. |
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ARTICLE 2 – ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS
| 2.1 | Issue of Subscription Receipts |
| (a) | Up to 23,000,000 Subscription Receipts, on the terms and subject to the conditions herein provided, are hereby created and authorized for issue at a price of $1.00 for each Subscription Receipt for maximum gross proceeds of $23,000,000 (including subscription receipts to be issued concurrently by POCML 7). |
| (b) | One Subscription Receipt shall be issued without any further act or formality on the Closing Date, for each $1.00 received by the Corporation as payment therefor and each such Subscription Receipt shall be a fully paid and non-assessable security of the Corporation. |
| (c) | Subscription Receipt Certificates shall be executed by the Corporation and delivered to the Subscription Receipt Agent, certified by the Subscription Receipt Agent upon the Written Direction of the Corporation and delivered by the Subscription Receipt Agent to the Corporation or to the order of the Corporation pursuant to a Written Direction of the Corporation, without any further act of or formality on the part of the Corporation. Registration of interests in Subscription Receipts held by the Depository may be evidenced by a position appearing on the register for Subscription Receipts of the Subscription Receipt Agent for an amount representing the aggregate number of such Subscription Receipts outstanding from time to time. |
| (d) | Each Subscription Receipt issued hereunder will entitle the holder thereof, upon the conversion thereof in accordance with the provisions of Article 3 hereof, and without payment of any additional consideration, to be issued one Common Share. |
| (e) | Upon satisfaction of the Escrow Release Conditions, each Common Share issued upon deemed conversion of the Subscription Receipts, will be automatically exchanged for one Resulting Issuer Share pursuant to the Proposed Transaction without any further action required by the Holder. |
| 2.2 | Payment Acknowledgement |
| (a) | The Subscription Receipt Agent will acknowledge receipt to the Corporation and Co-Lead Agents, in accordance with Section 2.15, of the aggregate amount of the Escrowed Proceeds in respect of the Subscription Receipts and shall confirm that such funds have been deposited as contemplated by Section 5.1 in a segregated account and, will be invested in accordance with Section 5.1 and Section 5.2 and paid in accordance with Article 3. |
| (b) | The Corporation and Co-Lead Agents hereby: |
| (i) | acknowledge that the amounts received by the Subscription Receipt Agent pursuant to Section 2.2(a), as evidenced by the acknowledgement of receipt referred to in Section 2.2(a), represents payment in full of the aggregate Subscription Price for Subscription Receipts issued on such Closing Date, less (i) 50% of the Cash Fee and (ii) reasonable expenses incurred by the Co-Lead Agents in connection with the Offering; |
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| (ii) | irrevocably direct the Subscription Receipt Agent, immediately following the execution and delivery of this Agreement, to, in accordance with written directions of the Corporation certify and deliver one or more Subscription Receipt Certificates representing the Subscription Receipts to be issued hereunder, and for Uncertificated Subscription Receipts, to evidence such uncertificated form by a book position on the register of Holders to be maintained by the Subscription Receipt Agent in accordance with Section 2.6; |
| (iii) | Notwithstanding anything herein to the contrary, the Subscription Receipt Agent hereby acknowledges that at the Written Direction of the Corporation, up to 23,000,000 Subscription Receipts may be issued by the Subscription Receipt Agent prior to the Subscription Receipt Agent’s receipt of the Escrowed Proceeds therefore, in order to facilitate “delivery against payment” arrangements with certain Holders of Subscription Receipts; |
| (iv) | The Corporation and Co-Lead Agents confirm the aggregate amount of up to $23,000,000, representing payment in full for the Subscription Receipts issuable pursuant to “delivery against payment” arrangements described in Section 2.2(b)(iii), less (i) 50% of the Cash Fee and (ii) reasonable expenses incurred by the Co-Lead Agents in connection with the Offering, will be paid on or prior to the Business Day following the date hereof; and |
| (v) | In the event the Corporation or Co-Lead Agents do not cause Escrowed Proceeds for any Subscription Receipts issued pursuant to Section 2.2(b)(iii) to be delivered in accordance with Section 2.2(b)(iv), the Corporation shall provide a Written Direction of the Corporation to the Subscription Receipt Agent to immediately cancel such Subscription Receipts and such Subscription Receipts issued pursuant to Section 2.2(b)(iii) but not paid for shall be immediately terminated. |
| 2.3 | Terms and Issue of Subscription Receipts |
| (a) | Subscription Receipts can be issued in certificated or uncertificated form, will be dated as of the date of issue and will be Authenticated upon the Written Direction of the Corporation. Each Subscription Receipt shall evidence the right of the Holder to receive, without payment of additional consideration or any further action, the securities and/or the amounts specified in Sections 3.3 and 3.5 hereof, as applicable, including: |
| (i) | if the Escrow Release Deadline occurs: an amount equal to the sum of the aggregate Subscription Price in respect of all of such Holder’s Subscription Receipts and such Holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement. The Corporation shall be responsible and liable for any shortfall between (i) the aggregate Subscription Price plus the amount of the Earned Interest of the Subscription Receipts, and (ii) the Escrowed Funds; or |
| (ii) | if a Termination Event occurs, at the Termination Payment Time: an amount equal to the sum of the aggregate Subscription Price in respect of all of such Holder’s Subscription Receipts and such Holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any, all in the manner and on the terms and conditions set out in this Agreement. The Corporation shall be responsible and liable for any shortfall between (i) the aggregate Subscription Price plus the amount of the Earned Interest of the Subscription Receipts, and (ii) the Escrowed Funds. |
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| (b) | The Subscription Receipt Certificates (including all replacements issued in accordance with this Agreement), if issued, shall be substantially in the form attached hereto as Schedule “A”, shall bear such distinguishing letters and numbers as the Corporation may, with the approval of the Subscription Receipt Agent, prescribe and such legends as the Corporation may prescribe, and shall be issuable in any whole number denominations. |
| (c) | Canadian Legend: Subscription Receipt Certificates, as well as all certificates issued in exchange for or in substitution of such Subscription Receipt Certificates or written notices, shall bear the following legend: |
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) FEBRUARY 12, 2026, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.”
| (d) | United States Legends: |
| (i) | The Subscription Receipts and the Underlying Shares issuable pursuant to the conversion of the Subscription Receipts have not been and will not be registered under the 1933 Act or under applicable securities laws of any state of the United States; |
| (ii) | Each Subscription Receipt Certificate issued to a U.S. Holder, other than an Original Qualified Institutional Buyer, and each Subscription Receipt Certificate issued in exchange therefor in substitution or transfer thereof, for so long as required by the 1933 Act or applicable securities laws of any state of the United States, shall bear the following legend: |
"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF VERDERA ENERGY CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE”
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| (e) | CDS Subscription Receipts Legend: In addition to the legend set forth in Section 2.3(c), if a Subscription Receipt Certificate representing CDS Subscription Receipts is issued, it shall bear the following additional legend: |
“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO VERDERA ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”
| 2.4 | Book Entry Subscription Receipts |
| (a) | Re-registration of beneficial interests in Subscription Receipts held by the Depository shall be made only through the book entry registration system and no Subscription Receipt Certificates shall be issued in respect of such Subscription Receipts except where physical certificates evidencing ownership in such Subscription Receipts are required or as set out herein or as may be requested by a Depository, as determined by the Corporation, from time to time. Except as provided in this Section 2.4, owners of beneficial interests in any CDS Subscription Receipts shall not be entitled to have Subscription Receipts registered in their names and shall not receive or be entitled to receive Subscription Receipts in definitive form or to have their names appear in the register referred to in Section 2.6 herein while they are held as book entry only securities with the Depository. |
| (b) | Notwithstanding any other provision in this Agreement, no CDS Subscription Receipts may be exchanged in whole or in part for Subscription Receipts registered in the name of any person other than the Depository for such CDS Subscription Receipts or a nominee thereof unless: |
| (i) | the Depository notifies the Corporation that it is unwilling or unable to continue to act as depository in connection with the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor; |
| (ii) | the Corporation determines that the Depository is no longer willing, able or qualified to discharge properly its responsibilities as holder of the CDS Subscription Receipts and the Corporation is unable to locate a qualified successor; |
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| (iii) | the Depository ceases to be a clearing agency or otherwise ceases to be eligible to be a depository and the Corporation is unable to locate a qualified successor; |
| (iv) | the Corporation determines that the Subscription Receipts shall no longer be held as CDS Subscription Receipts through the Depository; |
| (v) | such right is required by applicable law, as determined by the Corporation and the Corporation’s Counsel; |
| (vi) | the Subscription Receipt is to be Authenticated to or for the account or benefit of a U.S. Holder; or |
| (vii) | the Corporation so instructs the Subscription Receipt Agent in writing, |
following which Subscription Receipts for those Holders requesting such shall be issued to the beneficial owners of such Subscription Receipts or their nominees as directed by the Holder. The Corporation shall provide a certificate of the Corporation giving notice to the Subscription Receipt Agent of the occurrence of any event outlined in this Section 2.4(b), except in the case of Section 2.4(b)(vi).
| (c) | Subject to the provisions of this Section 2.4, any exchange of CDS Subscription Receipts for Subscription Receipts which are not CDS Subscription Receipts may be made in whole or in part in accordance with the provisions of Section 2.15, mutatis mutandis. All such Subscription Receipts issued in exchange for CDS Subscription Receipts or any portion thereof shall be registered in such names as the Depository for such CDS Subscription Receipts shall direct and shall be entitled to the same benefits and subject to the same terms and conditions (except insofar as they relate specifically to CDS Subscription Receipts) as the CDS Subscription Receipts or portion thereof surrendered upon such exchange. |
| (d) | Every Subscription Receipt Authenticated in exchange for or in lieu of a CDS Subscription Receipt or any portion thereof, whether pursuant to this Section 2.4, or otherwise, shall be Authenticated in the form of, and shall be, a CDS Subscription Receipt, unless such Subscription Receipt is registered in the name of a person other than the Depository for such CDS Subscription Receipt or a nominee thereof. |
| (e) | Notwithstanding anything to the contrary in this Agreement, subject to applicable law, the CDS Subscription Receipt will be issued as an Uncertificated Subscription Receipt unless otherwise requested in writing by the Depository or the Corporation. |
| (f) | The rights of beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system shall be limited to those established by applicable law and agreements between the Depository and the Book Entry Participants and between such Book Entry Participants and the beneficial owners of Subscription Receipts who hold securities entitlements in respect of the Subscription Receipts through the book entry registration system, and such rights must be exercised through a Book Entry Participant in accordance with the rules and Applicable Procedures of the Depository and the Subscription Receipt Agent. |
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| (g) | Notwithstanding anything herein to the contrary, neither the Corporation nor the Subscription Receipt Agent nor any agent thereof shall have any responsibility or liability for: |
| (i) | any aspect of the electronic records maintained by the Depository relating to any ownership interests or any other interests (beneficial or otherwise) in the Subscription Receipts or the depository system maintained by the Depository, or payments made on account of any ownership interest (beneficial or otherwise) or any other interest of any person in any Subscription Receipts represented by an electronic position in the book entry registration system (other than the Depository or its nominee); |
| (ii) | for maintaining, supervising or reviewing any records of the Depository or any Book Entry Participant relating to any such interest; or |
| (iii) | any advice or representation made or given by or with respect to the Depository that relate to the rules and regulations of the Depository or any action to be taken by the Depository on its own direction or at the direction of any Book Entry Participant. |
| (h) | The Corporation may terminate the application of this Section 2.4 in its sole discretion in which case all Subscription Receipts shall be evidenced by Certificates registered in the name of a person other than the Depository. |
| (i) | For so long as Subscription Receipts are held through the Depository, if any notice or other communication is required to be given to Holders, the Subscription Receipt Agent will give such notices and other communications to the Depository. |
| 2.5 | Fractional Subscription Receipts |
No fractional Subscription Receipts shall be issued or otherwise provided for hereunder and any fractional interests shall be rounded down to the nearest whole number without any consideration therefor. In calculating such fractional interest, all Subscription Receipts held by the same Holder shall be aggregated.
| 2.6 | Register for Subscription Receipts |
The Corporation hereby appoints the Subscription Receipt Agent as registrar and transfer agent of the Subscription Receipts, and the Corporation shall cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the names and addresses of the Holders and the other particulars, prescribed by law, of the Subscription Receipts held by such Holders.
The Corporation shall also cause to be kept by the Subscription Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent (with the prior approval of the Subscription Receipt Agent), branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts, registered in that branch register of transfers.
| 2.7 | Registers Open for Inspection |
The registers referred to in Section 2.6 shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on any Business Day for inspection by the Corporation, the Agents, the Subscription Receipt Agent or any Holder. The Subscription Receipt Agent shall, from time to time when requested to do so by the Corporation and upon payment of its reasonable fees, furnish the Corporation with a list of the names and addresses of the Holders entered in the registers kept by the Subscription Receipt Agent and showing the number of Subscription Receipts held by such Holder.
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| 2.8 | Holder not a Shareholder |
Nothing in this Agreement or in the holding of a Subscription Receipt shall at any time confer or be construed as conferring upon a Holder any right, benefit or interest whatsoever as a Shareholder, including the right to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive dividends. Holders are only entitled to exercise the rights and receive the amounts expressly provided for in the applicable Subscription Receipt Certificate and this Agreement on the terms and conditions set forth in this Agreement.
| 2.9 | Subscription Receipts to Rank Pari Passu |
Subject to Section 7.2, all Subscription Receipts shall rank pari passu, whatever may be the actual dates of issue of the Subscription Receipts.
| 2.10 | Signing of Subscription Receipt Certificates |
The Subscription Receipt Certificates, if issued, shall be signed by an authorized officer or director of the Corporation. The signature of any such authorized officer or director of the Corporation may be printed or otherwise mechanically reproduced electronically and Subscription Receipt Certificates bearing such electronic signatures shall be binding upon the Corporation as if they had been manually signed. Notwithstanding that any person whose manual or electronic signature appears on any Subscription Receipt Certificate may no longer hold office at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.10, be valid and binding upon the Corporation and the holder thereof shall be entitled to the benefits of this Agreement or the Subscription Receipt Certificates in question.
| 2.11 | Signature |
No Subscription Receipt Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by signature by or on behalf of the Subscription Receipt Agent substantially in the form of the Subscription Receipt Certificate attached hereto as Schedule “A”. Such Authentication on any such Subscription Receipt Certificate shall be conclusive evidence that such Subscription Receipt Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.
| 2.12 | Authentication not Representation |
The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or the proceeds thereof.
| 2.13 | Issue in Substitution for Subscription Receipt Certificates Lost, etc. |
| (a) | In case any of the Subscription Receipt Certificates shall become mutilated or be lost, destroyed or stolen, the Corporation, subject to applicable law and compliance with Section 2.12(b), shall issue, and thereupon the Subscription Receipt Agent shall certify and deliver, a new Subscription Receipt Certificate of like tenor and form as the one mutilated, lost, destroyed or stolen in exchange for and in place of and upon cancellation of such mutilated Subscription Receipt Certificate, or in lieu of and in substitution for such lost, destroyed or stolen Subscription Receipt Certificate, and the substituted Subscription Receipt Certificate shall be entitled to the benefits hereof and shall rank equally in accordance with its terms with all other Subscription Receipt Certificates issued or to be issued hereunder. |
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| (b) | The applicant for the issue of a new Subscription Receipt Certificate pursuant to this Section 2.12 shall bear the cost of the issue thereof and in case of loss, destruction or theft shall, as a condition precedent to the issue thereof, furnish to the Corporation and to the Subscription Receipt Agent such evidence of ownership and of the loss, destruction or theft of the Subscription Receipt Certificate so lost, destroyed or stolen as shall be satisfactory to the Corporation and to the Subscription Receipt Agent each in their sole discretion, and such applicant shall also be required to furnish an indemnity and surety bond or other security in amount and form satisfactory to the Corporation and the Subscription Receipt Agent each in their sole discretion and shall pay the reasonable charges of the Corporation and the Subscription Receipt Agent in connection therewith. |
| 2.14 | Exchange of Subscription Receipt Certificates |
| (a) | Subscription Receipt Certificates may, upon compliance with the reasonable requirements of the Subscription Receipt Agent, be exchanged for another Subscription Receipt Certificate or Subscription Receipt Certificates entitling the Holder thereof to, in the aggregate, the same number of Subscription Receipts as represented by the Subscription Receipt Certificates so exchanged. |
| (b) | Subscription Receipt Certificates may be surrendered for exchange only at the Designated Office of the Subscription Receipt Agent during regular business hours of the Subscription Receipt Agent on a Business Day. |
| (c) | Except as otherwise herein provided, the Subscription Receipt Agent may charge to the Holder requesting an exchange a reasonable fee for each new Subscription Receipt Certificate issued in exchange for Subscription Receipt Certificate(s). Payment of such charges and reimbursement of the Subscription Receipt Agent or the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by such Holder as a condition precedent to such exchange. |
| (d) | Any Subscription Receipt Certificate tendered for exchange shall be cancelled by the Subscription Receipt Agent. |
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| 2.15 | Transfer and Ownership of Subscription Receipts |
| (a) | Subject to Section 2.14(b), the Subscription Receipts may only be transferred on the register kept at the Designated Office of the Subscription Receipt Agent by the Holder or its legal representatives or its attorney duly appointed by an instrument in writing upon (1) in the case of a Subscription Receipt Certificate, surrendering to the Subscription Receipt Agent at the Designated Office the Subscription Receipt Certificates representing the Subscription Receipts to be transferred along with a duly completed form of transfer (in the form attached to the Subscription Receipt Certificate as set out in Schedule “A”), (2) in the case of Book Entry Subscription Receipts, in accordance with Applicable Procedures prescribed by the Depository under the book entry registration system; (3) in the case of Uncertificated Subscription Receipts, surrendering to the Subscription Receipt Agent at the Subscription Receipt Agency, instruction from the holder in form reasonably satisfactory to the Subscription Receipt Agent; and (4) upon compliance with: |
| (i) | the conditions herein; |
| (ii) | such reasonable requirements as the Subscription Receipt Agent may prescribe; and |
| (iii) | all applicable securities legislation and requirements of regulatory authorities; |
and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Certificated Subscription Receipt, a Subscription Receipt Certificate, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request), representing the Subscription Receipts transferred and the transferee of a Book Entry Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.
In the case of a Subscription Receipt Certificate, upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, the Corporation shall issue and thereupon the Subscription Receipt Agent shall: Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon:
| (i) | payment to the Subscription Receipt Agent of a reasonable sum for each new Subscription Receipt Certificate issued upon such transfer, and reimbursement of the Subscription Receipt Agent or the Corporation, as applicable, for any and all stamp taxes or governmental or other charges required to be paid in respect of such transfer; and |
| (ii) | such reasonable requirements as the Subscription Receipt Agent may prescribe; |
and all such transfers contemplated in Section 2.14(a)(i) shall be duly noted in such register by the Subscription Receipt Agent.
| (b) | The Corporation and the Subscription Receipt Agent will deem and treat the registered holder of any Subscription Receipt as the beneficial owner thereof for all purposes and neither the Corporation nor the Subscription Receipt Agent shall be affected by any notice to the contrary. |
| (c) | The Subscription Receipt Agent will promptly advise the Corporation of any requested transfer of Subscription Receipts. The Corporation will be entitled, and may direct the Subscription Receipt Agent, to refuse to recognize any transfer, or enter the name of any transferee, of any Subscription Receipts on the registers referred to in this Section 2.14, if such transfer would constitute a violation of the restrictions on transfer set forth in Section 2.17 or the securities laws of any jurisdiction or the rules, regulations, instruments or policies of any regulatory authority having jurisdiction, or would be contrary to the terms of the Articles or this Agreement. |
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| (d) | Subject to the provisions of this Agreement and applicable law, Holders shall be entitled to the rights and privileges attaching to the Subscription Receipts. Either the issue of Underlying Shares and/or the payment of the amounts described in Section 3.3 or Section 3.5, as applicable, in any case less applicable withholding taxes, if any, all in accordance with the terms and conditions contained in this Agreement, shall discharge all responsibilities of the Corporation and the Subscription Receipt Agent with respect to the Subscription Receipts and neither the Corporation nor the Subscription Receipt Agent shall be bound to inquire into the title of a Holder or a transferee of Subscription Receipts who surrenders a Subscription Receipt Certificate. |
| 2.16 | Amounts to be Held in Escrow |
Upon the issuance of the Subscription Receipts, the Escrowed Proceeds in respect thereof shall be delivered to the Subscription Receipt Agent, by electronic transfer of funds into a segregated account as directed by the Subscription Receipt Agent to be held pursuant to the terms hereof. The Subscription Receipt Agent hereby agrees to hold the Escrowed Proceeds in escrow and to disburse and deal with the same as provided herein.
| 2.17 | Transfer Restrictions for U.S. Holders |
| (a) | The parties hereby acknowledge and agree that (i) the Subscription Receipts, the Underlying Shares, and the Resulting Issuer Shares have not been and will not be registered under the 1933 Act or applicable securities laws of any state of the United States; and (ii) all Subscription Receipts sold to a U.S. Holder are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act and accordingly may not be reoffered, or resold, pledged or otherwise transferred except: (A) to the Corporation; (B) outside the United States in accordance with Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations; (C) in accordance with Rule 144 under the 1933 Act, if available, and in accordance with applicable securities laws of any state of the United States or (D) pursuant to any other registration exemption under the 1933 Act and in accordance with applicable securities laws of any state of the United States. |
| (b) | the Corporation confirms that as at the date of execution of this Agreement it does not have a class of securities registered pursuant to Section 12 of the 1934 Act or have a reporting obligation pursuant to Section 13 or 15(d) of the 1934 Act. The Corporation covenants that in the event that (i) any class of its securities shall become registered pursuant to Section 12 of the 1934 Act or the Corporation shall incur a reporting obligation pursuant to Section 15(d) of the 1934 Act, or (ii) any such registration or reporting obligation shall be terminated by the Corporation in accordance with the 1934 Act, the Corporation shall promptly deliver to the Subscription Receipt Agent a Certificate of the Corporation notifying the Subscription Receipt Agent of such registration or termination and such other information as the Subscription Receipt Agent may require at the time. The Corporation acknowledges that the Subscription Receipt Agent is relying upon the foregoing representation and covenants in order to meet certain SEC obligations with respect to those clients who are filing with the SEC. |
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| (c) | No transfer of Subscription Receipts evidenced by a Subscription Receipt Certificate bearing a legend set forth in Section 2.3(d)(ii) or (iii) above shall be made except in accordance with the requirements of such legend and subject to this Agreement. |
| 2.18 | Cancellation of Surrendered Subscription Receipt Certificates |
All Subscription Receipt Certificates surrendered to the Subscription Receipt Agent pursuant to Sections 2.13, 2.14, 2.15 and 6.1 shall be returned to or received by the Subscription Receipt Agent for cancellation and, if required by the Corporation, the Subscription Receipt Agent shall furnish the Corporation with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and the number of Subscription Receipts evidenced thereby.
ARTICLE 3 – ISSUANCE OF UNDERLYING COMMON SHARES OR REFUND OF SUBSCRIPTION PRICE
| 3.1 | Escrow Release Notice |
If the Escrow Release Conditions set forth in paragraphs (i), (ii), (iii) and (iv) of the definition of Escrow Release Conditions have been satisfied prior to the Escrow Release Deadline, the Corporation shall forthwith cause to be delivered to the Subscription Receipt Agent the Escrow Release Notice, executed by the Corporation, the Resulting Issuer, and the Co-Lead Agents, on behalf of the Agents, confirming that the Escrow Release Conditions have been satisfied and instructing the Subscription Receipt Agent to cause the issuance to the Holders the Underlying Shares for each Subscription Receipt then outstanding (subject to any applicable adjustment in accordance with Article 4).
| 3.2 | Release of the Escrowed Funds |
If the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1 to the Subscription Receipt Agent at or before the Escrow Release Deadline the Corporation shall be entitled to receive from the Subscription Receipt Agent an amount equal to the Escrowed Funds, less any remaining renumeration, expenses and disbursements of the Subscription Receipt Agent. The Subscription Receipt Agent shall deliver the Escrowed Funds referred to in this Section 3.2 to: (A) the Co-Lead Agents, on its own behalf and behalf of the Agents, as the case may be, in an amount that is equal to (1) 50% of the Cash Fee, together with any pro rata interest earned thereon; and (2) any reasonable expenses incurred by the Agents and not already paid by the Corporation on the Closing Date; and (B) the Corporation, as the Corporation may direct, the Escrowed Funds, less the foregoing deductions, as soon as practicable, following receipt of the Escrow Release Notice.
Any notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 12:00 p.m. (Toronto time) or any later time as may be agreed to by the Corporation and the Subscription Receipt Agent, acting reasonably, on the day on which the Escrowed Funds are to be released. Any notice received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a commercially reasonable efforts basis and may result in Escrowed Funds being released on the next Business Day.
| 3.3 | Issue of Underlying Shares and Payment Thereon |
| (a) | If the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1 on or before the Escrow Release Deadline, the Corporation shall cause the Subscription Receipt Agent to issue, or cause to be issued, the Underlying Shares referred to in Section 3.1 to the Holders in exchange for the Subscription Receipts of such Holders. |
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| (b) | Notwithstanding the actual time of delivery of the Underlying Shares pursuant to Section 3.3(a), in the event that the Escrow Release Conditions are satisfied prior to the Escrow Release Deadline, the Underlying Shares shall be and shall be deemed to be automatically issued to Holders in accordance with the right of such Holders as set out in Section 2.1(d) without payment of any additional consideration or further action on the part of the Holder, and such Underlying Shares shall be deemed to be issued upon the satisfaction of the Escrow Release Conditions and the persons to whom such Underlying Shares are to be issued shall be deemed to have become the holders of record of such Underlying Shares upon the conversion of the Subscription Receipts. |
| (c) | Effective immediately after the Underlying Shares have been, or have been deemed to be, issued as contemplated in Section 3.3(b), all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and the Subscription Receipts relating thereto shall be void and of no value or effect. |
| (d) | Effective immediately after the Underlying Shares have been, or have been deemed to be, issued as contemplated in Section 3.3(b), the Underlying Shares will be immediately exchanged for Resulting Issuer Shares on a one-for-one basis, for no additional consideration and without any further action by the holders thereof, upon completion of the Proposed Transaction. |
| 3.4 | Fractions |
Notwithstanding anything herein contained, the Corporation shall not be required, upon the exchange or deemed exchange of a Subscription Receipt, to issue fractions of the Underlying Shares and the number of Underlying Shares to be issued on exchange shall be rounded down to the nearest whole number.
| 3.5 | Payment on Termination |
| (a) | If a Termination Event occurs, the Corporation shall forthwith notify the Subscription Receipt Agent in writing and deliver to the Subscription Receipt Agent a Written Request of the Corporation to make the payments required pursuant to this Section 3.5, and shall promptly issue a press release, announcing the occurrence of the Termination Event. |
| (b) | If a Termination Event occurs, the Subscription Receipt registers shall be closed as at 5:00 p.m. (Toronto time) on the date of the Termination Event. |
| (c) | If a Termination Event occurs, the subscription evidenced by each Subscription Receipt shall be automatically terminated and cancelled and each Holder shall be entitled from and after the Termination Event to receive an amount equal in the aggregate to: (i) the Subscription Price in respect of each of such Holder’s Subscription Receipts; and (ii) such Holder’s pro rata share of the Earned Interest, less applicable withholding taxes, if any, which amount shall be returned by the Subscription Receipt Agent to the Co-Lead Agents or the Holders on or about the Termination Payment Time, as directed by the Co-Lead Agents. |
| (d) | If a Termination Event occurs, the Corporation shall, as soon as practicable, and in any event no later than the Business Day immediately preceding the Termination Payment Time, pay and deliver to the Subscription Receipt Agent in order to enable the Subscription Receipt Agent to effect the payment in full to the Co-Lead Agents or the Holders, as directed by the Co-Lead Agents, of the amounts due to them under Section 3.5(c) above. |
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| (e) | The amount payable to the Co-Lead Agents or each Holder, as directed by the Co-Lead Agents, under Section 3.5(c) shall be satisfied from the Escrowed Funds and the amount paid pursuant to Section 3.5(d). Any amount not satisfied from the Escrowed Funds and the amount paid pursuant to Section 3.5(d) shall be satisfied by the Corporation which shall deposit an amount equal to such shortfall with the Subscription Receipt Agent no later than the Business Day immediately preceding the Termination Payment Time. The Subscription Receipt Agent shall only be obliged to make payments under this Section 3.5 to the extent that the Escrowed Funds and the amount paid pursuant to Section 3.5(d) and the monies which have been deposited with it pursuant to this Section 3.5(e) are sufficient. |
| (f) | The obligation to make the payment of the amount specified in Section 3.5(c) shall be satisfied by mailing payment by cheque payable to the Co-Lead Agents or the Holder at the Holder’s registered address or by making a wire transfer for the account of the Co-Lead Agents or such Holder, all as directed by the Co-Lead Agents. |
| (g) | Upon the mailing or delivery of any cheque or the making of any wire transfer as provided in Section 3.5(f) (and provided such cheque has been honoured for payment, if presented for payment within six months of the date thereof) and, where an amount has been withheld on account of tax and remitted to the appropriate taxing authority, all rights evidenced by the Subscription Receipts relating thereto shall be satisfied and such Subscription Receipts shall be void and of no value or effect. |
| 3.6 | Calculations |
The Subscription Receipt Agent shall not be responsible for calculating any amounts owing under Sections 3.3 and 3.5, but shall be entitled to rely absolutely on the Written Request of the Corporation specifying the payments to be made pursuant thereto.
| 3.7 | U.S. Legends |
Each certificate representing the Underlying Shares issued to a U.S. Holder, other than an Original Qualified Institutional Buyer, and each certificate issued in exchange therefor in substitution or transfer thereof, for so long as required by the 1933 Act or applicable securities laws of any state of the United States, shall bear the following legend:
"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF VERDERA ENERGY CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”
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provided, that if the Underlying Shares are eligible to be sold under clause (B) in the legend above, the legend set forth above may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule C or as the Corporation may from time to time prescribe, to the effect that the sale of the Underlying Shares is being made in compliance with Rule 904 of Regulation S under the 1933 Act; provided further, that if any of the Underlying Shares are being sold pursuant to (C) of the legend above under Rule 144 of the 1933 Act, the legend may be removed by delivery to the Corporation’s transfer agent of an opinion of counsel of recognized standing satisfactory to the Corporation and its transfer agent to the effect that the legend is no longer required under applicable requirements of the 1933 Act or applicable securities laws of any state of the United States.
ARTICLE 4 – ADJUSTMENT
| 4.1 | Definitions |
In this Article 4, references to “record date” refer to the particular time on such relevant date stipulated for such event and otherwise refers to 5:00 p.m. (Toronto time) on such date.
| 4.2 | Adjustment |
The rights attached to the Subscription Receipts may be subject to adjustment from time to time in the events and in the manner provided as follows:
| (a) | If at any time after the issuance of the Subscription Receipts and before the earlier of the satisfaction of the Escrow Release Conditions and the Escrow Release Deadline, the Corporation: |
| (i) | subdivides, redivides or changes its outstanding Common Shares into a greater number of Common Shares, |
| (ii) | reduces, combines, consolidates or changes its outstanding Common Shares into a lesser number of Common Shares, or |
| (iii) | issues Common Shares to all or substantially all of the holders of Common Shares by way of a stock dividend or otherwise; |
(any of such events in Sections 4.2(a)(i), 4.2(a)(ii) and 4.2(a)(iii) being called a “Common Share Reorganization”), then the number of Underlying Shares with respect to each Subscription Receipt will be adjusted as of the record date at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the number of Underlying Shares theretofore obtainable immediately prior to such record date by a fraction, the numerator of which will be the number of Common Shares outstanding on the record date after giving effect to such Common Share Reorganization and the denominator of which will be the number of Common Shares outstanding on the record date before giving effect to such Common Share Reorganization.
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| (b) | If at any time after the issuance of the Subscription Receipts and before the earlier of the satisfaction of the Escrow Release Conditions or the Escrow Release Deadline there is a reclassification of Common Shares outstanding or a change of the Common Shares into other shares or into other securities (other than a Common Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Corporation (including a business combination or exchange of like effect) with or into the Corporation or any other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares or securities), or a transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity, or a record date for any of the foregoing events occurs (any of such events being herein called a “Capital Reorganization”), any Holder who is entitled to receive Underlying Shares pursuant to Subscription Receipts then held after the record date or effective date of such Capital Reorganization shall be entitled to receive, and shall accept in lieu of the number of Underlying Shares to which such Holder was theretofore entitled, the aggregate number of Common Shares, other securities or other property which such Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date of such Capital Reorganization, the Holder had been the registered holder of the number of Underlying Shares to which such Holder was theretofore entitled with respect to the Subscription Receipts subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this Section 4.2, provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps have been taken to so entitle the Holders. If determined appropriate by the Corporation, acting reasonably, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 4.2 with respect to the rights and interests thereafter of the Holders to the end that the provisions set forth in this Section 4.2 shall thereafter correspondingly be made applicable as nearly as may be reasonable in relation to any Common Shares, other securities or other property thereafter deliverable pursuant to the terms of any Subscription Receipt. Any such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the Corporation, acting reasonably and absent manifest error, shall for all purposes be conclusively deemed to be the appropriate adjustment. |
| (c) | If at any time after the issuance of the Subscription Receipts and prior to the earlier the satisfaction of the Escrow Release Conditions and the Escrow Release Deadline, the Corporation issues or distributes to the holders of all or substantially all of the outstanding Common Shares, cash or securities of the Corporation, including rights, options or warrants to acquire Common Shares or securities convertible into or exchangeable for Common Shares or property or assets, including cash or evidences of indebtedness, other than as a result of a Common Share Reorganization or a Capital Reorganization, or a record date for any of the foregoing events occurs, the Holders will be entitled to receive, and will receive for the same aggregate consideration payable, if any, in addition to the number of Underlying Shares to which such Holder was theretofore entitled, the kind and amount of Common Shares, cash or other securities or property which result from such issue or distribution as if, on the record date at which holders of Common Shares are determined for the purpose thereof, such Holder had been the registered holder of the number of Common Shares to which the Holder was theretofore entitled. Any such transaction will be subject to approval of an Exchange, if applicable. |
| (d) | The adjustments provided for in this Section 4.2 are cumulative and shall apply to successive subdivisions, consolidations, changes, distributions, issues or other events resulting in any adjustments under the provisions of this Section 4.2. |
| (e) | In case the Corporation, after the date hereof, shall take any action affecting the Common Shares, other than the actions described in this Section 4.2 which, in the reasonable opinion of the Corporation, would materially affect the rights of the Holders and/or the rights attaching to the Subscription Receipts, then the number of Underlying Shares which are to be received pursuant to the Subscription Receipts shall be adjusted in such manner, if any, and at such time as the Corporation may, in its discretion, determine to be equitable to the Holders in such circumstances. |
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| 4.3 | Notice of Certain Events |
| (a) | Promptly upon the occurrence of the earlier of the effective date of or the record date for any event referred to in Section 4.2 that requires an adjustment in the number of Underlying Shares, the Corporation shall provide notice to the Holders, file with the Subscription Receipt Agent a Certificate of the Corporation specifying the particulars of the event and, if determinable, the adjustment and computation of the adjustment and the Subscription Receipt Agent may act and rely absolutely on such Certificate of the Corporation. |
| (b) | If notice has been given under Section 4.3(a) and the adjustment is not then determinable, the Corporation shall promptly, after the adjustment is determinable; |
| (i) | file with the Subscription Receipt Agent a computation of the adjustment; and |
| (ii) | give notice to the Holders of the adjustment. |
| 4.4 | Protection of Subscription Receipt Agent |
The Subscription Receipt Agent:
| (a) | shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist which may require any adjustment when made, or with respect to the method employed in making the same; |
| (b) | shall not be accountable with respect to the validity or value (or kind or amount) of any Common Shares, or other securities or property which may at any time be issued or delivered upon the conversion of the rights attaching to any Subscription Receipt; and |
| (c) | shall be entitled to act and rely on any adjustment calculation of the Corporation and the Corporation’s auditors. |
ARTICLE 5 – INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST
| 5.1 | Deposit of Escrowed Proceeds in Escrow |
The Corporation shall direct that the Co-Lead Agents, on its behalf and on behalf of the other Agents, deliver or cause to be delivered the Escrowed Proceeds to the Subscription Receipt Agent by way of electronic wire transfer in immediately available funds. The Subscription Receipt Agent shall immediately place such funds in an interest-bearing segregated bank account in accordance with the provisions of this Article 5. The Corporation acknowledges and agrees that it is a condition of the payment by the Holders of the aggregate Subscription Price that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 5. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Proceeds or in the Earned Interest accrued thereon unless and until the applicable Escrow Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Proceeds and the Earned Interest accrued thereon for the benefit of the holders of the Subscription Receipts and, upon the delivery of the applicable Escrow Release Notice set out in Section 3.1 hereof, to the Subscription Receipt Agent, retroactively for the benefit of the Corporation and the Agents in accordance with the provisions of this Article 5.
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| 5.2 | Investment of the Escrowed Proceeds |
Until released in accordance with this Agreement, the Escrowed Proceeds shall be kept segregated in an interest-bearing account of the Subscription Receipt Agent with a Canadian chartered bank and upon receipt of a written direction of the Corporation, shall be deposited in one or more short term obligations of, or guaranteed by, the Government of Canada, a Province of Canada or a Canadian chartered bank or such other approved investments (collectively, “Permitted Investments”). Any direction delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 9:00 a.m. (Toronto time) or any later time as may be agreed to by the Corporation and the Subscription Receipt Agent, acting reasonably, on the day on which the Permitted Investment is to be made. Any direction received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a commercially reasonable efforts basis and may result in the Permitted Investment being made on the next Business Day.
At any time and from time to time, the Corporation will be entitled to direct the Subscription Receipt Agent by Written Request of the Corporation (i) not to make any investment specified in the notice and/or (ii) to withdraw all or any of the Escrowed Funds that may then be invested specified in the Written Request of the Corporation and re-invest such amount in one or more Permitted Investments as specified in such Written Request of the Corporation. With respect to any Written Request of the Corporation relating to a withdrawal, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Corporation prior to and after such withdrawal.
All interest shall be calculated daily and credited to the account(s) within five (5) Business Days of each month-end or sooner, as applicable, and shall become a part of the Escrowed Funds (and any losses, if any, on such investments shall be debited to the Escrowed Funds). Any bank charges and similar fees shall be charged to the Corporation. The Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from deposit made pursuant to this Article 5, including any losses resulting from a default by the grantor of the investment or any credit losses (whether or not resulting from such a default), except for losses resulting from its own gross negligence, wilful misconduct or bad faith. In making any payment, the Subscription Receipt Agent shall not be liable for any loss sustained from the early termination of any investment if such early termination is required to enable the Subscription Receipt Agent to make a payment.
The parties hereto acknowledge and agree that the Subscription Receipt Agent will have acted prudently in investing the Escrowed Funds in any Permitted Investment, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such investment.
| 5.3 | Segregation of the Escrowed Funds |
The Escrowed Proceeds received by the Subscription Receipt Agent and any securities or other instruments received by the Subscription Receipt Agent upon the investment or reinvestment of such Escrowed Proceeds, shall be received as agent for the Holders and the Corporation, as the case may be, and shall be segregated and kept apart by the Subscription Receipt Agent in escrow pursuant to the terms of this Agreement.
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| 5.4 | Payment of Interest |
Any Earned Interest which is not required to be paid to the Holders pursuant to an express provision hereof shall accrue to the benefit of and belong to the Corporation.
ARTICLE 6 – RIGHTS OF THE CORPORATION AND COVENANTS
| 6.1 | Optional Purchases by the Corporation |
Subject to applicable law and stock exchange rules, the Corporation may, from time to time, purchase by private contract or otherwise, for cancellation, any of the Subscription Receipts.
| 6.2 | General Covenants |
| (a) | The Corporation hereby covenants with the Subscription Receipt Agent and the Co-Lead Agents on behalf of the Agents and the Holders, that so long as any Subscription Receipts remain outstanding: |
| (i) | it will use its best efforts to maintain its corporate existence; |
| (ii) | it will make all requisite filings under applicable Canadian securities legislation; |
| (iii) | it will promptly announce by press release that the Corporation will not satisfy the Escrow Release Conditions or a Termination Event, as the case may be, in accordance with the provisions of this Agreement; |
| (iv) | it will promptly perform and carry out all of the acts or things to be done by it as provided in this Agreement; |
| (v) | it will reserve for issuance and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Underlying Shares pursuant to the Subscription Receipts; |
| (vi) | it will cause the Underlying Shares to be duly issued and delivered in accordance with the Subscription Receipts and the terms hereof and such Underlying Shares will be issued as fully paid and non-assessable Common Shares; |
| (vii) | it will give notice to the Subscription Receipt Agent for forwarding onto the Holders of any change of name that has been carried out; and |
| (viii) | it will give notice to the Subscription Receipt Agent and Holders of a default under the terms of this Agreement. |
| 6.3 | Subscription Receipt Agent’s Remuneration, Expenses and Indemnification |
| (a) | The Corporation hereby covenants that it will pay to the Subscription Receipt Agent, from time to time, reasonable remuneration for its services hereunder and will pay or reimburse the Subscription Receipt Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Subscription Receipt Agent in the administration or execution of this Agreement (including the reasonable compensation and disbursements of its counsel and all other assistants and advisors not regularly in its employ) both before any default hereunder and thereafter until all duties of the Subscription Receipt Agent hereunder shall be finally and fully performed, except any such expense, disbursement or advance as may arise out of or result from the Subscription Receipt Agent’s gross negligence, wilful misconduct or bad faith. Any amount owing hereunder and remaining unpaid after 30 days from the invoice date will bear interest at the then current rate charged by the Subscription Receipt Agent against unpaid invoices and shall be payable on demand. |
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| (b) | The Corporation hereby indemnifies and holds harmless the Subscription Receipt Agent and its officers, directors, employees and agents (each an “Indemnified Party”) from and against any and all liabilities, losses (excluding loss of profits and consequential damages), costs, claims, actions or demands whatsoever which may be brought against the Subscription Receipt Agent or which it may suffer or incur as a result or arising out of the performance of its duties and obligations under this Agreement, save only in the event of the fraud, gross negligence, wilful misconduct or bad faith of any Indemnified Party. It is hereby understood and agreed that this indemnification shall survive the termination or the discharge of this Agreement or the resignation or replacement of the Subscription Receipt Agent. |
| 6.4 | Performance of Covenants by the Subscription Receipt Agent |
If the Corporation shall fail to perform any of its covenants contained in this Agreement, the Subscription Receipt Agent may notify the Holders, of such failure on the part of the Corporation or may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Holders of such performance by it. All sums expended or advanced by the Subscription Receipt Agent in so doing shall be repayable as provided in Section 6.3. No such performance, expenditure or advance by the Subscription Receipt Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants contained herein.
| 6.5 | Accounting |
The Subscription Receipt Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Subscription Receipt Agent hereunder and the receipt, investment, reinvestment and disbursement of the Escrowed Funds, and shall provide to the Corporation records and statements thereof periodically upon written request. The Corporation shall have the right to audit any such books, records, accounts and statements from time to time.
| 6.6 | Payments by the Subscription Receipt Agent |
In the event that any funds to be disbursed by the Subscription Receipt Agent in accordance herewith are received by the Subscription Receipt Agent in the form of an uncertified cheque or cheques, the Subscription Receipt Agent shall be entitled to delay the time for disbursement of such funds hereunder until such uncertified cheque or cheques have cleared in the ordinary course of the financial institution upon which the same are drawn. The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit with the Subscription Receipt Agent at such time of disbursement.
| 6.7 | Regulatory Matters |
The Corporation shall file all such documents, notices and certificates and take such steps and do such things as may be necessary under applicable securities laws to permit the issuance of the Underlying Shares in the circumstances contemplated by Section 3.3 such that: (i) such issuance will comply with, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada; and (ii) the first trade in the Resulting Issuer Shares (other than from the holdings of a person who, alone or in combination with others, holds a sufficient number of Common Shares to materially affect control of the Corporation) will not be subject to, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada.
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ARTICLE 7 – ENFORCEMENT
| 7.1 | Suits by the Holders |
Subject to the powers of the Holders exercisable by special resolution, all or any of the rights conferred upon any Holder by any of the terms of the Subscription Receipts or of this Agreement, or of both, may be enforced by the Holder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions contained herein for the benefit of the Holders.
| 7.2 | Immunity of Shareholders, etc. |
The Subscription Receipt Agent and, by acceptance of the Subscription Receipts and as part of the consideration for the issue of the Subscription Receipts, the Holders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, director, officer, employee or agent of the Corporation or any successor entity for the issue of the Underlying Shares pursuant to any Subscription Receipt or any covenant, agreement, representation or warranty by the Corporation contained herein or in the Subscription Receipt Certificates.
| 7.3 | Limitation of Liability |
The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any past, present or future directors or shareholders of the Corporation or any successor entity or any of the past, present or future officers, employees or agents of the Corporation or any successor entity, but only the property of the Corporation or any successor entity shall be bound in respect hereof.
ARTICLE 8 – MEETINGS OF THE HOLDERS
| 8.1 | Right to Convene Meetings |
The Subscription Receipt Agent may, at any time and from time to time, and shall on receipt of a Written Request of the Corporation or of a Holders’ Request and upon being funded and indemnified to its reasonable satisfaction by the Corporation or by the Holders signing such Holders’ Request, as the case may be, against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Subscription Receipt Agent failing to so convene a meeting within 30 days after receipt of such Written Request of the Corporation or such Holders’ Request and funding and indemnity given as aforesaid, the Corporation or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, Province of British Columbia, or at such other place as may be determined by the Subscription Receipt Agent and approved by the Corporation. Any meeting held pursuant to this Article 8 may be done through a virtual or electronic meeting platform, subject to the Subscription Receipt Agent’s capabilities at the time.
| 8.2 | Notice |
At least 21 days’ prior notice of any meeting of the Holders shall be given to the Holders in the manner provided for in Section 11.2 and a copy of such notice shall be sent by mail or e-mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription Receipt Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the date (which shall be a Business Day) and time when, and the place where, the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Holders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 8.
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| 8.3 | Chairperson |
An individual (who need not be a Holder) designated in writing by the Subscription Receipt Agent shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose some individual present at the meeting to be chairperson.
| 8.4 | Quorum |
Subject to the provisions of Section 8.11, at any meeting of the Holders a quorum shall consist of at least one Holder present in person or by proxy and holding, in aggregate, not less than 10% of the then outstanding Subscription Receipts. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding of any such meeting, the meeting, if summoned by the Holders or on a Holders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not hold, in aggregate, at least 10% of the then outstanding Subscription Receipts.
| 8.5 | Power to Adjourn |
The chairperson of any meeting at which a quorum of the Holders is present may, with the consent of the Holders present, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.
| 8.6 | Show of Hands |
Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on a special resolution as set out in Section 8.10 shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.
| 8.7 | Poll and Voting |
| (a) | On every special resolution as set out in Section 8.10, and on any other question submitted to a meeting and after a vote by show of hands when demanded by the chairperson or by one or more of the Holders acting in person or by proxy and holding at least 5% of the Subscription Receipts then outstanding, a poll shall be taken in such manner as the chairperson shall direct. Questions other than those required to be determined by special resolution shall be decided by a majority of the votes cast on the poll. |
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| (b) | On a show of hands, every person who is present and entitled to vote, whether as a Holder or as proxy for one or more absent Holders, or both, shall have one vote. On a poll, each Holder present in person or represented by a proxy duly appointed by instrument in writing shall be entitled to one vote in respect of each Subscription Receipt then held or represented by such person. A proxy need not be a Holder. In the case of joint Holders, any one of them present in person or by proxy at the meeting may vote in the absence of the other or others; but in case more than one of them shall be present in person or by proxy, they shall vote together in respect of Subscription Receipts of which they are joint registered Holders. The chairperson of any meeting shall be entitled, both on a show of hands and on a poll, to vote in respect of the Subscription Receipts, if any, that are held or represented by the chairperson. |
| 8.8 | Regulations |
The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make, and from time to time, vary such regulations as it shall think fit for:
| (a) | the setting of the record date for a meeting of the Holders for the purpose of determining the Holders entitled to receive notice of and vote at such meeting; |
| (b) | the issue of voting certificates by any bank, trust company or other depository satisfactory to the Subscription Receipt Agent stating that the Subscription Receipt Certificates specified therein have been deposited with it by a named person and will remain on deposit until after the meeting, which voting certificate shall entitle the persons named therein to be present and vote at any such meeting and at any adjournment thereof or to appoint a proxy or proxies to represent them and vote for them at any such meeting and at any adjournment thereof in the same manner and with the same effect as though the persons so named in such voting certificates were the actual Holders of the Subscription Receipt Certificates specified therein; |
| (c) | the deposit of voting certificates and instruments appointing proxies at such place and time as the Subscription Receipt Agent, the Corporation or the Holders, convening the meeting, as the case may be, may in the notice convening the meeting direct; |
| (d) | the deposit of voting certificates and instruments appointing proxies at some approved place or places other than the place at which the meeting is to be held and enabling particulars of such instruments appointing proxies to be mailed, faxed or transmitted by other electronic means before the meeting to the Corporation or to the Subscription Receipt Agent at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting; |
| (e) | the form of the instrument of proxy and the manner in which the instrument of proxy must be executed; and |
| (f) | generally for the calling of meetings of the Holders and the conduct of business thereat. |
Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Holder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 8.9), shall be the Holders or their counsel or duly appointed proxies of the Holders.
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| 8.9 | The Corporation and Subscription Receipt Agent may be Represented |
The Corporation, the Agents and the Subscription Receipt Agent, by their respective authorized agents, and employees and counsel for the Subscription Receipt Agent may attend any meeting of the Holders, but shall have no vote as such unless in their capacity as Holder or a proxy of a Holder.
| 8.10 | Powers Exercisable by Special Resolution |
In addition to all other powers conferred upon them by any other provisions of this Agreement or by law, the Holders at a duly convened meeting shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory approvals, exercisable from time to time by special resolution:
| (a) | to agree to any modification, abrogation, alteration, compromise or arrangement of the rights of the Holders or the Subscription Receipt Agent (subject to the consent of the Subscription Receipt Agent) against the Corporation or against its undertaking, property and assets or any part thereof whether such rights arise under this Agreement, the Subscription Receipts or otherwise; |
| (b) | to amend, alter or repeal any special resolution previously passed or sanctioned by the Holders; |
| (c) | to direct or to authorize the Subscription Receipt Agent to enforce any of the covenants on the part of the Corporation contained in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders in any manner specified in such special resolution or to refrain from enforcing any such covenant or right; |
| (d) | to waive, and to direct the Subscription Receipt Agent to waive, any default on the part of the Corporation in complying with any provisions of this Agreement or the Subscription Receipts either unconditionally or upon any conditions specified in such special resolution; |
| (e) | to restrain any Holder from taking or instituting any suit, action or proceeding against the Corporation for the enforcement of any of the covenants on the part of the Corporation in this Agreement or the Subscription Receipts or to enforce any of the rights of the Holders; |
| (f) | to direct any Holder who, as such, has brought any suit, action or proceeding to stay or to discontinue or otherwise to deal with the same upon payment of the costs, charges and expenses reasonably and properly incurred by such Holder in connection therewith; |
| (g) | to assent to any modification of, change in or omission from the provisions contained in the Subscription Receipts or this Agreement or any ancillary or supplemental instrument which may be agreed to by the Corporation, and to authorize the Subscription Receipt Agent to concur in and execute any ancillary or supplemental agreement embodying the change or omission; |
| (h) | with the consent of the Corporation (such consent not to be unreasonably withheld), to remove the Subscription Receipt Agent or its successor in office and to appoint a new subscription receipt agent to take the place of the Subscription Receipt Agent so removed; |
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| (i) | to assent to any compromise or arrangement with any creditor or creditors or any class or classes of creditors, whether secured or otherwise, and with the holders of any Common Shares or other securities of the Corporation. |
| 8.11 | Meaning of Special Resolution |
| (a) | The expression “special resolution” when used in this Agreement means, subject as hereinafter provided in this Section 8.11 and in Section 8.14, a resolution proposed to be passed as a special resolution at a meeting of the Holders (including an adjourned or postponed meeting) duly convened for that purpose and held in accordance with the provisions of this Article 8 and passed by the favourable votes of the Holders present in person or by proxy holding not less than 66⅔% of the then outstanding Subscription Receipts represented at the meeting and voted on a poll upon such resolution. |
| (b) | If, at any meeting called for the purpose of passing a special resolution, a quorum, as described in Section 8.4 hereof, is not present in person or by proxy within 30 minutes after the time appointed for the meeting, then the meeting, if convened by the Holders or on a Holders’ Request, shall be dissolved; but in any other case it shall stand adjourned to such day, being not less than 14 days later, and to such place and time as may be determined by the chairperson. Not less than seven days prior notice shall be given of the time and place of such adjourned meeting in the manner provided for in Section 11.2. Such notice shall state that at the adjourned meeting the Holders present in person or by proxy shall form a quorum but it shall not be necessary to set forth the purposes for which the meeting was originally called or any other particulars. |
| (c) | At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened and a resolution proposed at such adjourned meeting and passed thereat by the favourable vote of holders of not less than 66⅔% of the Holders present or represented by proxy at the meeting voted upon on a poll shall be a special resolution within the meaning of this Agreement, notwithstanding that Holders of 10% or more of the Subscription Receipts then outstanding are not present in person or by proxy at such adjourned meeting. |
| (d) | Votes on a special resolution shall always be given on a poll and no demand for a poll on a special resolution shall be necessary. |
| 8.12 | Powers Cumulative |
Any one or more of the powers or any combination of the powers in this Agreement stated to be exercisable by the Holders by special resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Holders to exercise such power or powers or combination of powers then or thereafter from time to time.
| 8.13 | Minutes |
Minutes of all resolutions and proceedings at every meeting of the Holders shall be made and duly entered in books to be provided from time to time for that purpose by the Corporation, and any such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairperson or secretary of the next succeeding meeting held shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.
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| 8.14 | Instruments in Writing |
All actions which may be taken and all powers that may be exercised by the Holders at a meeting held as provided in this Article 8 may also be taken and exercised by an instrument in writing signed in one or more counterparts by such Holders, in person or by attorney duly appointed in writing, (i) holding at least a majority of the then outstanding Subscription Receipts with respect to a resolution that is not a special resolution, and the expression “resolution” when used not as part of “special resolution” in this Agreement shall include an instrument so signed, and (ii) holding at least 66⅔% of the then outstanding Subscription Receipts with respect to a special resolution, and the expression “special resolution” when used in this Agreement shall include an instrument so signed.
| 8.15 | Binding Effect of Resolutions |
Every resolution and every special resolution passed in accordance with the provisions of this Article 8 at a meeting of the Holders shall be binding upon all the Holders, whether present at or absent from such meeting, and every instrument in writing signed by the Holders in accordance with Section 8.14 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Subscription Receipt Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.
| 8.16 | Holdings by the Corporation Disregarded |
In determining whether the Holders are present at a meeting of the Holders for the purpose of determining a quorum or have concurred in any consent, waiver, resolution, special resolution, Holders’ Request or other action under this Agreement, or otherwise for the purposes of any vote taken in accordance with Section 8.6 or 8.7 hereof, Subscription Receipts owned legally or beneficially by the Corporation or any Affiliate of the Corporation shall be disregarded in accordance with the provisions of Section 11.6.
ARTICLE 9 – SUPPLEMENTAL AGREEMENTS
| 9.1 | Provision for Supplemental Agreements for Certain Purposes |
From time to time the Corporation, Co-Lead Agents and the Subscription Receipt Agent may, subject to the provisions hereof and subject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agents or representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:
| (a) | adding to the provisions hereof such additional covenants and enforcement provisions as, in the opinion of Counsel, are necessary or advisable in the premises, provided that the same are not in the opinion of the Subscription Receipt Agent relying on the advice of Counsel prejudicial to the interests of the Holders; |
| (b) | giving effect to any special resolution passed as provided in Article 8; |
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| (c) | making such provisions not inconsistent with this Agreement as may be necessary or desirable with respect to matters or questions arising hereunder, provided that such provisions are not, in the opinion of the Subscription Receipt Agent relying on the advice of Counsel, prejudicial to the interests of the Holders; |
| (d) | adding to or altering the provisions hereof in respect of the transfer of Subscription Receipts, making provision for the exchange of Subscription Receipt Certificates, and making any modification in the form of the Subscription Receipt Certificates which does not affect the substance thereof; |
| (e) | modifying any of the provisions of this Agreement, including relieving the Corporation from any of the obligations, conditions or restrictions herein contained, provided that such modification or relief shall be or become operative or effective only if, in the opinion of the Subscription Receipt Agent relying on the advice of counsel, such modification or relief in no way prejudices any of the rights of the Holders or of the Subscription Receipt Agent, and provided further that the Subscription Receipt Agent may in its sole discretion decline to enter into any such supplemental agreement which in its opinion may not afford adequate protection to the Subscription Receipt Agent when the same shall become operative; |
| (f) | for any other purpose not inconsistent with the terms of this Agreement, including the correction or rectification of any ambiguities, defective or inconsistent provisions, errors, mistakes or omissions herein, provided that in the opinion of the Subscription Receipt Agent relying on the advice of counsel, the rights of the Holders or of the Subscription Receipt Agent are in no way prejudiced thereby; and |
| (g) | providing for the issuance of additional Subscription Receipts hereunder and any consequential amendments hereto as may be required by the Subscription Receipt Agent provided the same are not prejudicial to the interests of the Holders based on the opinion of the Subscription Receipt Agent, relying on the opinion of Counsel. |
| 9.2 | Successor Entity |
In the case of the consolidation, amalgamation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, merger or transfer (if not the Corporation) shall expressly assume, by supplemental agreement satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Corporation and the successor entity shall by supplemental agreement satisfactory in term to the Subscription Receipt Agent executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.
ARTICLE 10 – CONCERNING THE SUBSCRIPTION RECEIPT AGENT
| 10.1 | Rights and Duties of the Subscription Receipt Agent |
| (a) | In the exercise of the rights and duties prescribed or conferred by the terms of this Agreement, the Subscription Receipt Agent shall exercise that degree of care, diligence and skill that a reasonably prudent subscription receipt agent would exercise in comparable circumstances. No provision of this Agreement shall be construed to relieve the Subscription Receipt Agent from liability for its own gross negligence, wilful misconduct or bad faith. |
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| (b) | The obligation of the Subscription Receipt Agent to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Subscription Receipt Agent or the Holders hereunder shall be conditional upon the Holders furnishing, when required by notice by the Subscription Receipt Agent, sufficient funds to commence or to continue such act, action or proceeding and an indemnity reasonably satisfactory to the Subscription Receipt Agent to protect and to hold harmless the Subscription Receipt Agent against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions contained in this Agreement shall require the Subscription Receipt Agent to expend or to risk its own funds or otherwise to incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless indemnified and funded as aforesaid. |
| (c) | The Subscription Receipt Agent may, before commencing or at any time during the continuance of any such act, action or proceeding, require the Holders at whose instance it is acting to deposit with the Subscription Receipt Agent the Subscription Receipts held by them, for which Subscription Receipts the Subscription Receipt Agent shall issue receipts. |
| (d) | Every provision of this Agreement that by its terms relieves the Subscription Receipt Agent of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of this Section 10.1 and of Section 10.2. |
| (e) | The Subscription Receipt Agent shall have no duties except those expressly set forth herein, and it shall not be bound by any notice of a claim or demand with respect to, or any waiver, modification, amendment, termination or rescission of, this Agreement, unless received by it in writing and signed by the other parties hereto and, if its duties herein are affected, unless it shall have given its prior written consent thereto. |
| (f) | The Subscription Receipt Agent shall retain the right not to act and shall not be held liable for refusing to act unless it has received clear and reasonable documentation which complies with the terms of this Agreement, which documentation does not require the exercise of any discretion or independent judgment. |
| (g) | The Subscription Receipt Agent shall incur no liability whatsoever with respect to the delivery or non-delivery of any certificates whether delivered by hand, mail or any other means. |
| (h) | The Subscription Receipt Agent shall not be responsible or liable in any manner whatsoever for the deficiency, correctness, genuineness or validity of any securities deposited with it. |
| (i) | The Subscription Receipt Agent shall not incur any liability or responsibility whatsoever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees, agents or servants of the Corporation. |
| (j) | The Subscription Receipt Agent shall not be bound to do or give any notice or take any act, action, proceeding for the enforcement of any of the obligations of the Corporation under this Agreement unless and until it shall have received a Holders’ Request specifying the act, action or proceeding which the Subscription Receipt Agent is requested to take, nor shall the Subscription Receipt Agent be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Subscription Receipt Agent and, in the absence of any such notice, the Subscription Receipt Agent may for all purposes of this Agreement conclusively assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements, or conditions contained herein. |
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| (k) | No duty shall rest with the Subscription Receipt Agent to determine compliance of the transferor or transferee with applicable securities laws. The Subscription Receipt Agent shall be entitled to assume that all transfers are legal and proper. |
| 10.2 | Evidence, Experts and Advisers |
| (a) | In addition to the reports, certificates, opinions and other evidence required by this Agreement, the Corporation shall furnish to the Subscription Receipt Agent such additional evidence of compliance with any provision hereof, and in such form, as the Subscription Receipt Agent may reasonably require by written notice to the Corporation. |
| (b) | In the exercise of its rights and duties hereunder, the Subscription Receipt Agent may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed in statutory declarations, opinions, reports, written requests, consents, or orders of the Corporation, certificates of the Corporation or other evidence furnished to the Subscription Receipt Agent pursuant to any provision hereof or pursuant to a request of the Subscription Receipt Agent. |
| (c) | Whenever it is provided in this Agreement that the Corporation shall deposit with the Subscription Receipt Agent resolutions, certificates, reports, opinions, requests, orders or other documents, it is intended that the truth, accuracy and good faith on the effective date thereof and the facts and opinions stated in all such documents so deposited shall, in each and every such case, be conditions precedent to the right of the Corporation to have the Subscription Receipt Agent take the action to be based thereon. |
| (d) | Whenever applicable legislation requires that evidence referred to in Section 10.2(a) be in the form of a statutory declaration, the Subscription Receipt Agent may accept such statutory declaration in lieu of a Certificate of the Corporation required by any provision hereof. Any such statutory declaration may be made by one or more of the Chief Executive Officer or Chief Financial Officer of the Corporation. |
| (e) | Proof of the execution of an instrument in writing, including a Holders’ Request, by any Holder may be made by the certificate of a commissioner of oaths, or other officer with similar powers, that the person signing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution or in any other manner which the Subscription Receipt Agent may consider adequate and in respect of a corporate Holder, shall include a certificate of incumbency of such Holder together with a certified resolution authorizing the person who signs such instrument to sign such instrument. |
| (f) | The Subscription Receipt Agent may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its duties hereunder and may pay reasonable remuneration for all services so performed by any of them, and shall not be responsible for any misconduct or negligence on the part of any such experts or advisers who have been appointed with due care by the Subscription Receipt Agent. The Corporation shall pay or reimburse the Subscription Receipt Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. |
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| 10.3 | Documents, Monies, etc. Held by the Subscription Receipt Agent |
Any securities, monies, documents of title or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or deposited for safekeeping with any such bank.
| 10.4 | Actions by the Subscription Receipt Agent to Protect Interest |
The Subscription Receipt Agent shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Holders.
| 10.5 | The Subscription Receipt Agent not Required to Give Security |
The Subscription Receipt Agent shall not be required to give any bond or security in respect of the execution of this Agreement.
| 10.6 | Protection of the Subscription Receipt Agent |
By way of supplement to the provisions of any applicable law for the time being it is hereby expressly declared and agreed as follows:
| (a) | the Subscription Receipt Agent shall not be liable for or by reason of any statements of fact or recitals in this Agreement or in the Subscription Receipt Certificates (except the representation contained in Section 10.8 or in the certificate of the Subscription Receipt Agent on the Subscription Receipt Certificates) or be required to verify the same, but all such statements or recitals are and shall be deemed to be made by the Corporation; |
| (b) | nothing herein contained shall impose any obligation on the Subscription Receipt Agent to see to or to require evidence of the registration or filing (or renewal thereof) of this Agreement or any instrument ancillary or supplemental hereto; |
| (c) | the Subscription Receipt Agent shall not be bound to give notice to any person or persons of the execution hereof; |
| (d) | the Subscription Receipt Agent shall not incur any liability or responsibility whatever or be in any way responsible for the consequence of any breach on the part of the Corporation of any of the covenants herein contained or of any acts of any directors, officers, employees or agents of the Corporation; and |
| (e) | The Subscription Receipt Agent shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own gross negligence, bad faith or willful misconduct. |
| 10.7 | Replacement of Subscription Receipt Agent; Successor by Merger |
| (a) | The Subscription Receipt Agent may resign its appointment and be discharged from all other duties and liabilities hereunder, subject to this Section 10.7, by giving to the Corporation not less than 30 days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Holders by special resolution shall have the power at any time to remove the existing Subscription Receipt Agent and to appoint a new subscription receipt agent, subject to the provisions of Section 8.10(h) and 10.7(c). |
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| (b) | In the event of the Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation, acting reasonably, shall forthwith appoint a new subscription receipt agent unless a new subscription receipt agent has already been appointed by the Holders; failing such appointment by the Corporation, the retiring Subscription Receipt Agent (at the expense of the Corporation) or any Holder may apply to a justice of the British Columbia Superior Court on such notice as such justice may direct, for the appointment of a new subscription receipt agent; but any new subscription receipt agent so appointed by the Corporation, or by the Court shall be subject to removal as aforesaid by the Holders. |
| (c) | Any new subscription receipt agent appointed under any provision of this Section 10.7 shall be authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the applicable legislation for any other provinces, in such other provinces. On any such appointment the new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder. At the request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 6.3, shall duly assign, transfer and deliver to the new subscription receipt agent at the expense of the Corporation all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. |
| (d) | Upon the appointment of a successor subscription receipt agent, the Corporation shall promptly notify the Holders thereof in the manner provided for in Section 11.2. |
| (e) | Any corporation into which the Subscription Receipt Agent is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Subscription Receipt Agent is a party shall become the successor subscription receipt agent under this Agreement, without the execution of any document or any further act; provided that such corporation would be eligible for appointment as a successor subscription receipt agent under Section 10.7(c). |
| (f) | Any Subscription Receipt Certificate Authenticated but not delivered by a predecessor subscription receipt agent may be delivered by the successor subscription receipt agent in the name of the predecessor or successor subscription receipt agent. |
| 10.8 | Conflict of Interest |
| (a) | The Subscription Receipt Agent hereby represents to the Corporation and to the Agents that, to the best knowledge of the Subscription Receipt Agent, at the time of execution and delivery hereof no material conflict of interest exists between its role as a subscription receipt agent hereunder and its role in any other capacity and hereby agrees that in the event of a material conflict of interest arising hereafter it will, within 30 days after ascertaining that it has such material conflict of interest, either eliminate the same or assign its appointment as Subscription Receipt Agent hereunder to a successor subscription receipt agent approved in writing by the Corporation and meeting the requirements set forth in Section 10.7(c). Notwithstanding the foregoing provisions of this Section 10.8(a), if any such material conflict of interest exists or hereafter shall exist, the validity and enforceability of this Agreement and the Subscription Receipts shall not be affected in any manner whatsoever by reason thereof. |
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| (b) | Subject to Section 10.8(a), the Subscription Receipt Agent, in its personal or any other capacity, may buy, lend upon and deal in securities of the Corporation and generally may contract and enter into financial transactions with the Corporation or any affiliated entity of the Corporation without being liable to account for any profit made thereby. |
| 10.9 | Tax Reporting |
The Corporation agrees that, for tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall be taxable, and the requisite tax reporting forms shall be issued to the Holders or the Corporation, as the case may be, in the taxation year that it was earned, notwithstanding no such amount has been distributed.
| 10.10 | Acceptance of Appointment |
The Subscription Receipt Agent hereby accepts the appointment as subscription receipt agent in this Agreement and agrees to perform its duties as custodian, bailee and agent hereunder upon the terms and conditions herein set forth. The parties confirm that no trust is intended to be, or is or will be, created hereby and that the Subscription Receipt Agent shall owe no duty hereunder as a trustee.
| 10.11 | Subscription Receipt Agent Not to be Appointed Receiver |
The Subscription Receipt Agent and any person related to the Subscription Receipt Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.
| 10.12 | Anti-money Laundering |
| (a) | The Corporation hereby represents to the Subscription Receipt Agent that any account to be opened by, or interest to be held by, the Subscription Receipt Agent in connection with this Agreement, for or to the credit of such party, either (i) is not intended to be used by or on behalf of any third party; or (ii) is intended to be used by or on behalf of a third party, in which case such party hereto agrees to complete and execute forthwith a declaration in the Subscription Receipt Agent’s prescribed form as to the particulars of such third party. |
| (b) | The Subscription Receipt Agent shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Subscription Receipt Agent, in its sole judgment, determines that such act might cause it to be in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline. Further, should the Subscription Receipt Agent, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation or economic sanctions, regulation or guideline, then it shall have the right to resign on 10 days written notice to the Corporation, provided that (i) the Subscription Receipt Agent’s written notice shall describe the circumstances of such non-compliance; and (ii) if such circumstances are rectified to the Subscription Receipt Agent’s satisfaction within such 10 day period, then such resignation shall not be effective. |
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| 10.13 | Privacy |
The Corporation acknowledges that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:
| (a) | to provide the services required under this Agreement and other services that may be requested from time to time; |
| (b) | to help the Subscription Receipt Agent manage its service relationships with such individuals; |
| (c) | to meet the Subscription Receipt Agent’s legal and regulatory requirements; and |
| (d) | if Social Insurance Numbers are collected by the Subscription Receipt Agent, to perform tax reporting and to assist in verification of an individual’s identity for security purposes. |
The Corporation acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. Some of the personal information may be transferred to service providers in the United States for data processing and/or storage. Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned terms, uses and disclosures.
| 10.14 | Force Majeure |
None of the parties shall be liable to any other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, economic sanctions, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 10.14.
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ARTICLE 11 – GENERAL
| 11.1 | Notice to the Corporation, the Subscription Receipt Agent and the Co-Lead Agents |
| (a) | Unless herein otherwise expressly provided, any notice to be given hereunder to the Corporation, the Subscription Receipt Agent or the Co-Lead Agents shall be deemed to be validly given if delivered by hand, courier or if transmitted by email or other electronic means: |
| (i) | if to the Corporation: |
Verdera Energy Corp.
c/o 1200 – 750 West Pender St.
Vancouver BC V6C 2t8
Attention: Janet Lee-Sheriff, CEO
Email:
With copies (which shall not constitute notice) to:
Morton Law LLP
c/o 1200 – 750 West Pender St.
Vancouver BC V6C 2t8
Attention: Edward Mayerhofer
Email:
| (ii) | if to the Subscription Receipt Agent: |
Odyssey Trust Company
Trader’s Bank Building
1100 – 67 Yonge Street
Toronto ON M5E 1J8
Attention: Corporate Trust
E-mail:
| (iii) | if to the Co-Lead Agents: |
Haywood Securities Inc.
700 – 200 Burrard Street
Vancouver, British Columbia
V6C 3L6
Attention: Kevin Campbell
Email:
and
SCP Resource Finance LP
70 York Street, 7th Floor
Toronto, ON M5J 1S9
Attention: David Wargo
Email:
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With copies (which shall not constitute notice) to:
DuMoulin Black LLP
1111 West Hastings St., 15th floor
Vancouver BC V6E 2J3
Attention: David Gunasekera
Email:
and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if emailed or otherwise transmitted by electronic means, on the day of transmission or, if received after the close of business of the receiving party or if such day is not a Business Day, on the first Business Day following the day of transmission.
| (b) | The Corporation, the Subscription Receipt Agent, or the Co-Lead Agents, as the case may be, may from time to time notify the other parties in the manner provided in Section 11.1(a) of a change of address which, from the effective date of such notice and until changed by like notice, shall be the address of the Corporation, the Subscription Receipt Agent, or the Co-Lead Agents as the case may be, for all purposes of this Agreement. |
| 11.2 | Notice to the Holders |
| (a) | Any notice to the Holders under the provisions of this Agreement shall be valid and effective if delivered, sent by email or electronic transmission, or sent by letter or circular through the ordinary post addressed to such Holders at their post office addresses appearing on the register hereinbefore mentioned and shall be deemed to have been effectively given on the date of delivery or, if mailed, five Business Days following actual posting of the notice. Accidental error or omission in giving notice or accidental failure to mail notice to any Holder will not invalidate any action or proceeding founded thereon. |
| (b) | If, by reason of a strike, lockout or other work stoppage, actual or threatened, involving postal employees, any notice to be given to the Holders hereunder could reasonably be considered unlikely to reach its destination, such notice shall be valid and effective only if it is delivered personally to such Holders or if delivered to the address for such Holders contained in the register of Subscription Receipts maintained by the Subscription Receipt Agent. |
| (c) | All notices to joint holders of Subscription Receipts may be given to whichever one of the holders is named first in the appropriate register hereinbefore mentioned, and any notice so given shall be sufficient notice to all such joint holders of the Subscription Receipts. |
| 11.3 | Evidence of Ownership |
The Corporation and the Subscription Receipt Agent may deem and treat the Holder of any Subscription Receipts as the absolute owner thereof for all purposes, and the Corporation and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by its Subscription Receipts free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder of the Subscription Receipts and all persons may act accordingly. The receipt by any such Holder of the Underlying Shares which may be acquired pursuant to the automatic conversion of Subscription Receipts shall be a good discharge to the Corporation and the Subscription Receipt Agent for the same and none of the Corporation or the Subscription Receipt Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction.
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| 11.4 | Satisfaction and Discharge of Agreement |
Upon the date by which (a) all Subscription Receipts have been deemed exercised, or all Subscription Receipts have expired and all Escrowed Funds have been distributed to the appropriate parties as set forth in this Agreement; or (b) all certificates have been issued and delivered hereunder to the Subscription Receipt Agent in accordance with such provisions and all Escrowed Funds have been distributed to the appropriate parties as set forth in this Agreement, this Agreement shall cease to be of any force and effect and the Subscription Receipt Agent, on demand of the Corporation and at the cost and expense of the Corporation and upon delivery to the Subscription Receipt Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Agreement.
| 11.5 | Provisions of Agreement and Subscription Receipts for the Sole Benefit of Parties and the Holders |
Nothing in this Agreement or in the Subscription Receipt Certificates, expressed or implied, shall give or be construed to give to any person other than the parties hereto, the Holders and, subject to Section 7.2, the transferees of Subscription Receipts, as the case may be, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the Holders and, subject to Section 7.2, such transferees.
| 11.6 | Subscription Receipts Owned by the Corporation - Certificate to be Provided |
For the purpose of disregarding any Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation in Section 8.16, the Corporation shall provide to the Subscription Receipt Agent, from time to time, a Certificate of the Corporation setting forth as at the date of such certificate the number of Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation, and the Subscription Receipt Agent, in making the computations in Section 8.16, shall be entitled to rely on such certificate without requiring further evidence thereof. For greater certainty, the Corporation shall not be required to provide a nil certificate.
| 11.7 | Applicable Law |
This Agreement and the Subscription Receipt Certificates shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts.
| 11.8 | Invalidity, Etc. |
Each of the provisions in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions hereof.
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| 11.9 | Successors and Assigns |
All covenants and agreements in the Agreement by the Corporation shall bind its successors and assigns, whether expressed or not.
| 11.10 | Time of Essence |
Time is and shall remain of the essence of this Agreement.
| 11.11 | Counterparts |
This Agreement may be executed and delivered in counterparts by facsimile or other electronic form, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.
| 11.12 | English Language |
Each of the parties hereto hereby acknowledges that it has consented to and requested that this Agreement and all documents relating thereto, including the form of Subscription Receipt Certificate attached hereto as Schedule “A”, be drawn up in the English language only. Les parties aux présentes reconnaissent avoir accepté et exigé que le présent contrat et tous les documents s’y rapportant y compris, sans restreindre la portée générale de ce qui précède, le formulaire de certificat de reçu de souscription joint aux présentes à titre d’annexe A, soient rédigés en langue anglaise seulement.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]
IN WITNESS WHEREOF the parties have executed this Agreement.
| VERDERA ENERGY CORP. | ||
| Per: | ||
| Authorized Signing Officer | ||
| HAYWOOD SECURITIES INC. | ||
| Per: | ||
| Authorized Signing Officer | ||
| SCP RESOURCE FINANCE LP | ||
| Per: | ||
| Authorized Signing Officer | ||
| ODYSSEY TRUST COMPANY | ||
| Per: | ||
| Authorized Signing Officer | ||
| Per: | ||
| Authorized Signing Officer | ||
SCHEDULE A
FORM OF SUBSCRIPTION RECEIPT CERTIFICATE
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) FEBRUARY 12, 2026, AND (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY.
[Certificates required to bear the legend set forth in Section 2.3(d) of the Subscription Receipt Agreement shall bear the following additional legends:]”
"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF VERDERA ENERGY CORP. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”
[Certificates required to bear the legend set forth in Section 2.3(e) of the Subscription Receipt Agreement shall bear the following additional legends:]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO VERDERA ENERGY CORP. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.
VERDERA ENERGY CORP.
(a Corporation existing under the laws of the Province of British Columbia)
| Subscription Receipt Certificate No. [●] |
Certificate for Subscription Receipts, each entitling the holder to acquire one (1) Underlying Share (subject to adjustment as provided for in the Agreement (as defined below)
CUSIP: 92339J115 ISIN: CA92339J1158 |
THIS IS TO CERTIFY THAT for value received
(the “Holder”) is the registered holder of Subscription Receipts specified above. The Subscription Receipts represented by this certificate (the “Subscription Receipt Certificate”) are issued pursuant to a Subscription Receipt Agreement (the “Subscription Receipt Agreement”) dated the 12th day of February, 2026 among Verdera Energy Corp. (“the Corporation”), Haywood Securities Inc. and SCP Resource Finance LP (together, the “Co-Lead Agents”) and Odyssey Trust Company (the “Subscription Receipt Agent”). Capitalized terms used in the Subscription Receipt Agreement have the same meaning herein as therein, unless otherwise defined.
The sale of the Subscription Receipts is being completed in connection with the Proposed Transaction.
Upon satisfaction of the Escrow Release Conditions at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate will entitle the holder to receive, without payment of additional consideration or further action, one fully paid and non-assessable common share in the capital of the Corporation (the “Underlying Shares”) on the Release Date and the holder will be a holder of the Underlying Shares issuable pursuant to such Subscription Receipts without the taking of any further action by the holder or payment of additional consideration.
On and after the date of issuance of the Underlying Shares pursuant to the Subscription Receipts represented by this Subscription Receipt Certificate, the holder will have no rights hereunder except to the Underlying Shares issued to such holder.
Upon satisfaction of the Escrow Release Conditions, each Underlying Share issued upon deemed conversion of the Subscription Receipts will then be automatically exchanged for one Resulting Issuer Share pursuant to the Proposed Transaction without any further action required by the Holder.
Pursuant to the Subscription Receipt Agreement, the “Release Date” is the date, or the Business Day following such date, on which the Subscription Receipt Agent receives the Escrow Release Notice in the form required under the Subscription Receipt Agreement, which notice will inform the Subscription Receipt Agent of the satisfaction or waiver of the Escrow Release Conditions and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Agreement.
In the event that (i) the Corporation or POCML 7 Inc. advises the Co-Lead Agents and the Subscription Receipt Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or (ii) the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate shall, without any action on the part of the holder (including the surrender of this Subscription Receipt Certificate), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time. In such event, the holder shall thereafter have no rights hereunder except to receive the amount equal to the aggregate Subscription Price for the Subscription Receipts represented by this Subscription Receipt Certificate (together with a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof)) in accordance with the Subscription Receipt Agreement.
The Subscription Receipts, the Underlying Shares issuable upon deemed conversion of the Subscription Receipts, and the Resulting Issuer Shares, have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state of the United States and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act and may be offered, sold, pledged, or otherwise transferred, directly or indirectly, only pursuant to a registration statement effective under the 1933 Act or pursuant to an exemption from registration thereunder and similar exemptions under all applicable securities laws of any state of the United States.
Reference is hereby made to the Subscription Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the Holders and the terms and conditions upon which such Subscription Receipts are, or are to be, issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or ancillary thereto were herein set forth, and to all of which provisions the Holder of these Subscription Receipts by acceptance hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Subscription Receipt Certificate, the terms of the Subscription Receipt Agreement shall prevail to the extent of the inconsistency.
The Subscription Receipt Agreement provides for adjustment in the number of Underlying Shares to be issued for Subscription Receipts in certain events therein set forth. The Subscription Receipt Agreement contains provisions making binding upon all Holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions therein set forth.
The holding of the Subscription Receipts evidenced by this Subscription Receipt Certificate shall not constitute the Holder hereof a shareholder of the Corporation or the Resulting Issuer or entitle such Holder to any right or interest in respect thereof except as expressly provided herein and in the Subscription Receipt Agreement.
The Subscription Receipts evidenced by this certificate may be transferred on the register kept at the offices of the Subscription Receipt Agent by the registered holder hereof or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent, only in compliance with the terms of the Subscription Receipt Agreement and upon payment of the charges provided for in the Subscription Receipt Agreement and upon compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe. The transfer register shall be closed at 5:00 p.m. (Toronto time) on the date of a Termination Event.
Time shall be of the essence hereof. This Subscription Receipt Certificate is governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.
[Balance of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF Verdera Energy Corp. has caused this Subscription Receipt Certificate to be signed by its duly authorized representative as of the 12th day of February, 2026.
| VERDERA ENERGY CORP. | ||
| By: | ||
| Authorized Signatory | ||
| Countersigned and Registered by: | ||
| ODYSSEY TRUST COMPANY | ||
| By: | ||
| Authorized Signatory | ||
FORM OF TRANSFER
Odyssey Trust Company
Trader’s Bank Building
1100 – 67 Yonge Street
Toronto ON M5E 1J8
Attn: Corporate Trust
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers to
(print name, address and Social Insurance Number/Social Security Number of Transferee) the Subscription Receipts represented by this Subscription Receipt Certificate and hereby irrevocable constitutes and appoints as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Subscription Receipts.
In the case of a Subscription Receipt Certificate owned by an original purchaser of Subscription Receipts in the United States, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):
| ¨ | (A) | the transfer is being made only to the Corporation; or |
| ¨ | (B) | the transfer is being made outside the United States in compliance with Rule 904 of Regulation S under the 1933 Act, and in compliance with any applicable local securities laws and regulations and the holder has provided herewith the Declaration for Removal of Legend attached as Schedule “C” to the Subscription Receipt Agreement, and if required, an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to such effect; or |
| ¨ | (C) | the transfer is being made pursuant to Rule 144 under the 1933 Act and the holder has delivered an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to such effect; or |
| ¨ | (D) | the transfer is being made pursuant an exemption from the registration requirements of the 1933 Act and the holder has delivered an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Corporation and the Subscription Receipt Agent to such effect. |
DATED this day of , 20 .
| SPACE FOR GUARANTEES OF SIGNATURES (BELOW) | ) | |
| ) | ||
| ) | Signature of Transferor | |
| ) | ||
| ) | ||
| Guarantor’s Signature/Stamp | ) | Name of Transferor |
| ) |
CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY
The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):
| · | Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate. |
| · | Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate. |
| · | Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed. |
OR
The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.
REASON FOR TRANSFER – FOR U.S. RESIDENTS ONLY
Consistent with U.S. IRS regulations, Odyssey Trust Company is required to request cost basis information from U.S. securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).
SCHEDULE B
FORM OF ESCROW RELEASE NOTICE
| TO: | ODYSSEY TRUST COMPANY, in its capacity as the subscription receipt agent (the “Subscription Receipt Agent”) for subscription receipts of Verdera Energy Corp. (the “Corporation”). |
Reference is made to the Subscription Receipt Agreement dated the 12th day of February, 2026 between the undersigned, Haywood Securities Inc., SCP Resource Finance LP and the Subscription Receipt Agent (the “Subscription Receipt Agreement”). Capitalized terms used herein without definition having the meanings specified in the Subscription Receipt Agreement.
In accordance with Section 3.1 of the Subscription Receipt Agreement, this notice is provided to advise you that each of the Escrow Release Conditions have been satisfied in full or waived in accordance with the Subscription Receipt Agreement.
In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:
| a) | as to $________________to Odyssey Trust Company, equal to its reasonable fees for services rendered and disbursements; |
| b) | as to $________________to the Co-Lead Agents, on its own behalf and behalf of the Agents, as the case may be, being an amount that is equal to: |
| (1) | $________________, representing 50% of the Cash Fee, together with any pro rata interest earned thereon; and |
| (2) | $_____________________, representing any expenses incurred by the Agents and not already paid by the Corporation on the Closing Date; |
| c) | $_____________________, representing the balance to or at the direction of the Corporation. |
Payment is to be made forthwith and by wire transfer as follows:
| d) | as to $________________to the Co-Lead Agents in accordance with the instructions attached to this notice; |
| e) | as to $_____________________, representing the balance to the Corporation in accordance with the instructions attached to this notice. |
The Subscription Receipt Agent is hereby irrevocably directed and authorized by the Corporation to cause the issuance and delivery, on behalf of the Corporation, of the Underlying Shares to the persons to whom such Underlying Shares are to be issued pursuant to the Subscription Receipt Agreement effective as at February 12, 2026, noted above, all as provided in Section 3.3 of the Subscription Receipt Agreement. The Corporation hereby confirms that the issuance of the Underlying Shares has been duly authorized by all necessary corporate action and upon their issuance and delivery the Underlying Shares will be issued as fully paid and non-assessable Common Shares of the Corporation.
The Corporation hereby confirms that effective immediately after the Underlying Shares have been, or have been deemed to be, issued as contemplated in Section 3.3 of the Subscription Receipt Agreement, the Underlying Shares will be immediately exchanged for Resulting Issuer Shares on a one-for-one basis, for no additional consideration and without any further action by the holders thereof, upon completion of the Proposed Transaction.
The foregoing direction is irrevocable and shall constitute your good and sufficient authority for causing such issuance and making such payments as directed above.
[Signature Page Follows]
THIS ESCROW RELEASE NOTICE IS DATED the day of , 20_ _ .
SCHEDULE C
FORM OF DECLARATION OF REMOVAL OF LEGEND
Declarations for Removal of Legend
TO: Verdera Energy Corp. (the "Corporation").
AND TO: ODYSSEY TRUST COMPANY
The undersigned (A) acknowledges that the sale of securities of the Corporation to which this declaration relates, represented by certificate number _______________ or held in direct registration system (DRS) account number _______________, is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the undersigned is not (a) an "affiliate" (as defined in Rule 405 under the U.S. Securities Act) of the Corporation, (b) a "distributor" as defined in Regulation S, or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a "U.S. person" or to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Canadian Securities Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.
The undersigned understands that the Corporation, its transfer agent and others are relying upon the representations contained in this Declaration. The undersigned agrees to and does hereby indemnify and hold the Corporation, its transfer agent, directors, officers, employees, agents and counsel (collectively, the “Indemnified Parties”) harmless from and against any claim against any Indemnified Party as a result of or which involves the inaccuracy of any representation or the breach of any warranty or covenant made by the undersigned in this Declaration, including, without limitation, all expenses, reasonable attorneys’ fees and court costs incurred as a result of any such inaccuracy of any representation or breach of any warranty or covenant.
| By: | ||
| Signature | ||
| Name (please print) | ||
| Date | ||
Affirmation By Seller's Broker-Dealer
We have read the foregoing representations of our customer, (the "Seller") dated , with regard to our sale, for such Seller's account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.
| Name of Firm | ||
| By: | ||
| Authorized officer | ||
| Date: | ||
Exhibit 4.3
Verdera Energy Corp.
(formerly, POCML 7 INC.)
(the “Company”)
STOCK OPTION PLAN
Dated for Reference December 31, 2021
Article 1
PURPOSE AND INTERPRETATION
| 1.1 | Purpose |
The purpose of this Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with TSXV Policies (as defined herein) (or, if applicable, NEX Policies) and any inconsistencies between this Plan and TSXV Policies (or, if applicable, NEX Policies) will be resolved in favour of the latter.
| 1.2 | Definitions |
In this Plan
| (a) | “Affiliate” means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company; |
| (b) | “Associate” has the meaning assigned by Policy 1.1 of the TSXV Policies; |
| (c) | “Black-out Period” means an interval of time during which the Company has determined that one or more Participants may not trade any securities of the Company because they may be in possession of undisclosed material information pertaining to the Company, or when in anticipation of the release of quarterly or annual financials, to avoid potential conflicts associated with a company’s insider-trading policy or applicable securities legislation, (which, for greater certainty, does not include the period during which a cease trade order is in effect to which the Company or in respect of an Insider, that Insider, is subject); |
| (d) | “Board” means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan; |
| (e) | “Business Day” means a day on which banks are open for business in Toronto, but does not include a Saturday, Sunday or holiday in the Province of Ontario. The Business Day will end at 5:00 p.m. PST on that day. |
| (f) | “Cause” means “Just Cause” as defined in the Participant’s employment agreement or agreement for services with the Company or one of its Affiliates, or if such term is not defined or if the Participant has not entered into an employment agreement or agreement for services with the Company or one of its Affiliates, then any circumstance that would permit the Company to terminate a Participant’s employment or agreement for services without notice of termination, or payment in lieu of notice of termination, severance pay or benefits continuation under the applicable law; |
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| (g) | “Change of Control” means the occurrence of any of: |
| (i) | any transaction at any time and by whatever means pursuant to which any person or any group of two or more persons acting jointly or in concert (other than the Company or any of its affiliates or subsidiary) thereafter acquires the direct or indirect “beneficial ownership” (as defined in the Business Corporations Act (Ontario)) of, or acquires the right to exercise control or direction over, securities of the Company representing 50% or more of the then issued and outstanding voting securities of the Company in any manner whatsoever, including, without limitation, as a result of a take-over bid, an issuance or exchange of securities, an amalgamation of the Company with any other person, an arrangement, a capital reorganization or any other business combination or reorganization |
| (ii) | the sale, assignment or other transfer of all or substantially all of the assets of the Company to a person or any group of two or more persons acting jointly or in concert (other than a wholly-owned subsidiary of the Company); |
| (iii) | the occurrence of a transaction requiring approval of the Company’s security holders whereby the Company is acquired through consolidation, merger, exchange of securities, purchase of assets, amalgamation, statutory arrangement or otherwise by any person or any group of two or more persons acting jointly or in concert (other than an exchange of securities with a wholly-owned subsidiary of the Company; |
| (iv) | a majority of the Board consists of individuals which management of the Company has not nominated for election or appointment as directors; or |
| (v) | the Board passes a resolution to the effect that an event comparable to an event set forth in this definition has occurred; |
| (h) | “Common Shares” means the common shares without par value in the capital of the Company providing such class is listed on the TSXV or Toronto Stock Exchange (or, NEX, as the case may be); |
| (i) | “Company” means the company named at the top hereof and includes, unless the context otherwise requires, all of its Affiliates and successors according to law; |
| (j) | “Consultant” means, in relation to the Company, an individual (other than a Director or Officer of the Company or any of its subsidiaries) or Consultant Company that: |
| (i) | is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Company or to any of its subsidiaries, other than services provided in relation to a Distribution; |
| (ii) | provides the services under a written contract between the Company or any of its subsidiaries and the individual or the Consultant Company, as the case may be; and |
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| (iii) | in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or of any of its subsidiaries; |
| (k) | “Consultant Company” means for an individual consultant, a company or partnership of which the individual is an employee, shareholder or partner; |
| (l) | “CPC” means a capital pool company of pursuant to Policy 2.4 of the TSXV Policies; |
| (m) | “Date of Termination” means, for a Service Provider, the last day that the Service Provider actively provides services to the Company without regard to any notice of termination or pay in lieu of notice thereof, deemed or notional notice period, or period during which the Service Provider receives pay in lieu of notice, termination pay, severance payments, or salary continuance, whether pursuant to statute, agreement, common law or otherwise; |
| (n) | “Director” means a director (as defined under applicable securities laws) of the Company or any of its subsidiaries; |
| (o) | “Discounted Market Price” has the meaning assigned by Policy 1.1 of the TSXV Policies; |
| (p) | “Disinterested Shareholder Approval” has the meaning assigned by Policy 4.4 Sections 5.3(b) and 5.3(c) of the TSXV Policies; |
| (q) | “Distribution” has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury; |
| (r) | “Effective Date” for an Option means the date of grant thereof by the Board; |
| (s) | “Eligible Charitable Organization” has the meaning assigned by Policy 4.4 of the TSXV Policies; |
| (t) | “Employee” means: |
| (i) | an individual who is considered an employee of the Company or of its subsidiary under the Income Tax Act (Canada) and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source; |
| (ii) | an individual who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; or |
| (iii) | an individual who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or its subsidiary over the details and methods of work as an employee of the Company or of the subsidiary, as the case may be, but for whom income tax deductions are not made at source; |
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| (u) | “Exchange Hold Period” has the meaning assigned by Policy 1.1 of the TSXV Policies; |
| (v) | “Exercise Price” means the amount payable per Common Share issuable on the exercise of an Option, as determined in accordance with the terms hereof; |
| (w) | “Expiry Date” means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan; |
| (x) | “Insider” means an insider as defined in the TSXV Policies or as defined in securities legislation applicable to the Company; |
| (y) | “Investor Relations Activities” has the meaning assigned by Policy 1.1 of the TSXV Policies; |
| (z) | “IPO” means the initial public offering of the Company on the TSXV pursuant to a prospectus offering of its Common Shares from treasury; |
| (aa) | “Management Company Employee” means an individual employed by a company providing management services to the Company which services are required for the ongoing successful operation of the business enterprise of the Company; |
| (bb) | “Market Price” has the meaning assigned by Policy 1.1 of the TSXV Policies; |
| (cc) | “NEX” means a separate board of the TSXV for companies previously listed on the TSXV or the Toronto Stock Exchange which have failed to maintain compliance with the ongoing financial listing standards of those markets; |
| (dd) | “NEX Policies” means the rules and policies of NEX as amended from time to time; |
| (ee) | “Officer” means an officer (as defined under applicable securities laws) of the Company or any of its subsidiaries; |
| (ff) | “Option” means the right to purchase Common Shares granted hereunder to a Service Provider; |
| (gg) | “Option Commitment” means the notice of grant of an Option delivered by the Company hereunder to a Service Provider and substantially in the form of Schedule “A” attached hereto; |
| (hh) | “Optioned Shares” means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option; |
| (ii) | “Optionee” means the recipient of an Option hereunder; |
| (jj) | “Outstanding Shares” means at the relevant time, the number of issued and outstanding Common Shares of the Company from time to time; |
| (kk) | “Participant” means a Service Provider that becomes an Optionee; |
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| (ll) | “Person” includes a company, any unincorporated entity, or an individual; |
| (mm) | “Plan” means this stock option plan, the terms of which are set out herein or as may be amended; |
| (nn) | “Plan Shares” means the total number of Common Shares which may be reserved for issuance as Optioned Shares under the Plan as provided in Section 2.2; |
| (oo) | “Regulatory Approval” means the approval of the TSXV and any other securities regulatory authority that has lawful jurisdiction over the Plan and any Options issued hereunder; |
| (pp) | “Securities Act” means the Securities Act, R.S.B.C. 1996, c. 418, or any successor legislation; |
| (qq) | “Service Provider” means a Person who is a bona fide Director, Officer, Employee, Management Company Employee, Consultant or Consultant Company, and also includes a company, 100% of the share capital of which is beneficially owned by one or more Service Providers; |
| (rr) | “Share Compensation Arrangement” means any Option under this Plan but also includes any other stock option, stock option plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Common Shares to a Service Provider; |
| (ss) | “Shareholder Approval” means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting; |
| (tt) | “Take Over Bid” means a take over bid as defined in National Instrument 62-104 (Take-over Bids and Issuer Bids) or the analogous provisions of securities legislation applicable to the Company; |
| (uu) | “TSXV” means the TSX Venture Exchange and any successor thereto; |
| (vv) | “TSXV Policies” means the rules and policies of the TSXV as amended from time to time; and |
| (ww) | “VWAP” means the volume weighted average trading price of the Company’s Common Shares on the TSXV calculated by dividing the total value by the total volume of such securities traded for the five trading days immediately preceding the exercise of the subject Option. |
| 1.3 | Other Words and Phrases |
Words and phrases used in this Plan but which are not defined in the Plan, but are defined in the TSXV Policies (and, if applicable, the NEX Policies), will have the meaning assigned to them in the TSXV Policies (and, if applicable, NEX Policies).
| 1.4 | Gender |
Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.
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Article 2
Stock OPTION PLAN
| 2.1 | Establishment of Stock Option Plan |
The Plan is hereby established to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.
| 2.2 | Maximum Plan Shares |
The maximum aggregate number of Plan Shares that may be reserved for issuance under the Plan at any point in time is 10% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option, less any Common Shares reserved for issuance under Share Compensation Arrangements other than this Plan, unless this Plan is amended pursuant to the requirements of the TSXV Policies (and, if applicable, NEX Policies).
| 2.3 | Eligibility |
Options to purchase Common Shares may be granted hereunder to Service Providers of the Company, or its Affiliates, from time to time by the Board. Service Providers that are not individuals will be required to undertake in writing not to effect or permit any transfer of ownership or option of any of its securities, or to issue more of its securities (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the TSXV and the Company is obtained. Service Providers and Consultants conducting Investor Relations Activities, whether external or internal, including officers and directors, can not receive any type of Share Compensation Arrangements other than Options.
| 2.4 | Options Granted Under the Plan |
All Options granted under the Plan will be evidenced by an Option Commitment in substantially in the form attached as Schedule “A” (or in such other form as determined by the Company), showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.
Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.
| 2.5 | Limitations on Issue |
Subject to Sections 2.6 and 2.10, the following restrictions on issuances of Options are applicable under the Plan:
| (a) | no Service Provider can be granted an Option if that Option would result in the total number of Options, together with all other Share Compensation Arrangements granted to such Service Provider in a 12 month period, exceeding 5% of the Outstanding Shares, unless the Company has obtained Disinterested Shareholder Approval to do so; |
| (b) | the aggregate number of Options granted to all Service Providers conducting Investor Relations Activities in any 12-month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or NEX, as the case may be); and |
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| (c) | the aggregate number of Options, together with any other Share Compensation Arrangements, granted to any one Consultant in any 12 month period cannot exceed 2% of the Outstanding Shares, calculated at the time of grant, without the prior consent of the TSXV (or the NEX, as the case may be). |
| 2.6 | CPC Limitations on Issue |
While the Company is classified as a CPC, the Company shall comply with the following restrictions on issuances of Options pursuant to Section 6 of TSXV Policy 2.4, including but not limited to:
| (a) | Options may only entitle the holder to acquire Common Shares; |
| (b) | the total number of Optioned Shares reserved under option for issuance to any individual director or senior officer may not exceed 5% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option; |
| (c) | the total number of Optioned Shares reserved under option for issuance to all technical consultants may not exceed 2% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option; |
| (d) | the total number of Optioned Shares reserved under option for issuance to all Eligible Charitable Organizations may not exceed 1% of the Outstanding Shares at the time Plan Shares are reserved for issuance as a result of the grant of an Option; |
| (e) | no Options may be granted to a person who is not a director or senior officer of the Company, and where permitted by applicable securities laws, a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in TSXV Policy 2.4) or the Target Company (as defined in TSXV Policy 2.4), as the case may be, is required to evaluate the proposed Qualifying Transaction (as defined in TSXV Policy 2.4), a corporation, all of whose securities are owned by such a director, officer or technical consultant, or an Eligible Charitable Organization; |
| (f) | no Options may be granted to any Person providing Investor Relations Activities, promotional or market-making services; |
| (g) | the exercise price per Option cannot be less than $0.05 prior to the completion of its IPO; |
| (h) | all Options granted by the Company must be granted in compliance with TSXV Policy 4.4 and TSXV Policy 2.4; |
| (i) | no Options may be granted by the Company unless the Optionee first enters into a CPC Escrow Agreement (as defined in TSXV Policy 2.4) agreeing to deposit the Options, and the Optioned Shares acquired pursuant to the exercise of such Options, into escrow as described in Part 10 of TSXV Policy 2.4; and |
| (j) | the Expiry Date of an Option must not be later than 12 months after the Optionee ceases to be a director, senior officer or technical consultant of the Company, or of the Resulting Issuer (as defined in TSXV Policy 2.4), as the case may be, subject to any earlier Expiry Date of such Option. |
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| 2.7 | Exercised and Unexercised Options |
In the event an Option granted under the Plan is exercised, expires unexercised or is otherwise lawfully cancelled prior to exercise of the Option, the Optioned Shares that were issuable thereunder will be returned to the Plan and will be eligible for re-issuance.
| 2.8 | Administration of the Plan |
The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to
| (a) | allot Common Shares for issuance in connection with the exercise of Options; |
| (b) | grant Options hereunder; |
| (c) | subject to any necessary Regulatory Approval, amend, suspend, terminate or discontinue the Plan, or revoke or alter any action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the prior written consent of all Optionees, alter or impair any Option previously granted under the Plan unless the alteration or impairment occurred as a result of a change in the TSXV Policies or the Company’s tier classification thereunder; and |
| (d) | delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do. |
| 2.9 | Amendment of the Plan by the Board |
Subject to the requirements of the TSXV Policies and the prior receipt of any necessary Regulatory Approval, the Board may in its absolute discretion, amend or modify the Plan or any Option granted as follows:
| (a) | amendments which are of a typographical, grammatical or clerical nature; and |
| (b) | amendments to clarify existing provisions of the Plan that do not have the effect of altering the scope, nature and intent of such provisions. |
| 2.10 | Amendments Requiring Disinterested Shareholder Approval |
The Company will be required to obtain Disinterested Shareholder Approval prior to any of the following actions becoming effective:
| (a) | the Plan, together with all of the Company’s other Share Compensation Arrangements, could result at any time in: |
| (i) | the aggregate number of Common Shares reserved for issuance to Insiders at any time exceeding 10% of the Outstanding Shares; |
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| (ii) | the aggregate number of Common Shares reserved for issuance to Insiders (as a group) within a one-year period exceeding 10% of the Outstanding Shares, calculated at the time of grant; or, |
| (iii) | the aggregate number of Common Shares reserved for issuance to any one Optionee, within a 12-month period, of a number of Common Shares exceeding 5% of the Outstanding Shares, calculated at the time of grant; or |
| (b) | any reduction in the Exercise Price of an Option previously granted to an Insider, or the extension of the term of an Option, if the Participant is an Insider at the time of the proposed amendment. |
| 2.11 | Options Granted Under the Company’s Previous Stock Option Plans |
Any option granted pursuant to a stock option plan previously adopted by the Board which is outstanding at the time this Plan comes into effect shall be deemed to have been issued under this Plan and shall, as of the date this Plan comes into effect, be governed by the terms and conditions hereof.
Article 3
TERMS AND CONDITIONS OF OPTIONS
| 3.1 | Exercise Price |
The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Plan, and cannot be less than the Discounted Market Price.
| 3.2 | Term of Option |
The term of an Option will be set by the Board at the time such Option is allocated under the Plan. An Option can be exercisable for a maximum of 10 years from the Effective Date.
Options granted to Eligible Charitable Organizations must expire before the earlier of: (i) the date that is 10 years from the date of grant; and (ii) 90 days following the date that such Participant ceases to be an Eligible Charitable Organization.
| 3.3 | Option Amendment |
Subject to Section 2.10(b), the Exercise Price of an Option may be amended only if at least six (6) months have elapsed since the later of the date of commencement of the term of the Option, the date the Common Shares commenced trading on the TSXV, or the date of the last amendment of the Exercise Price.
An Option must be outstanding for at least one year before the Company may extend its term, subject to the limits contained in Section 3.2
Except as provided under TSXV Policies, any proposed amendment to the terms of an Option must: (i) be approved by the TSXV, and be subject to Shareholder Approval, where applicable, prior to the exercise of such Option; and (ii) the Company must issue a news release outlining the terms of the amendment.
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| 3.4 | Vesting of Options |
Subject to Section 3.5, vesting of Options shall be at the discretion of the Board and, with respect to any particular Options granted under the Plan, in the absence of a vesting schedule being specified at the time of grant, all such Options shall vest immediately. Where applicable, vesting of Options will generally be subject to:
| (a) | the Service Provider remaining employed by or continuing to provide services to the Company or any of its Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or any of its Affiliates during the vesting period; or |
| (b) | the Service Provider remaining as a Director of the Company or any of its Affiliates during the vesting period. |
| 3.5 | Vesting of Options Granted to Consultants Conducting Investor Relations Activities |
Notwithstanding Section 3.4, Options granted to all Service Providers conducting Investor Relations Activities will vest such that:
| (a) | no more than 25% of the Options vest no sooner than three months after the Options were granted; |
| (b) | no more than another 25% of Options vest no sooner than six months after the Options were granted; |
| (c) | no more than 25% of Options vest no sooner than nine months after the Options were granted; and |
| (d) | the remainder of the Options vest no sooner than 12 months after the Options were granted. |
Notwithstanding Section 3.5 or any vesting requirements set out in the Option Commitment, be immediately exercised in whole or in part by the Optionee, subject to approval of the TSXV for vesting requirements imposed by the TSXV Policies.
| 3.6 | Effect of Take-Over Bid or Change of Control |
If a Take Over Bid is made to the shareholders generally, or the Company is involved in a transaction which will result in a Change of Control, the Company may, upon the announcement of the Take Over Bid or Change of Control, as applicable, unless provision is made by the acquiring corporation for the assumption of each Option or the substitution of a substantially equivalent option therefor, give written notice thereof to each Optionee holding Options under this Plan and such Optionees shall be entitled to exercise his, her or its Options to the extent previously unexercised, regardless of whether such Optionee would otherwise be entitled to exercise such Options, to such extent at that time, within the 30 day period immediately following the giving of such notice. Any Options not exercised within such 30 day period will immediately terminate and be of no force and effect.
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| 3.7 | Acceleration of Vesting on Take Over Bid or Change of Control |
In the event of a Take Over Bid or Change of Control occurring, Options granted and outstanding which are subject to vesting provisions, shall be deemed to have immediately vested upon the announcement of the Take Over Bid or Change of Control, excluding Options granted to a Person engaged in Investor Relations Activities without the prior written approval of the TSXV.
| 3.8 | Extension of Options Expiring During Blackout Period |
Should the Expiry Date for an Option fall within a Blackout Period such Expiry Date shall, subject to approval of the TSXV (or the NEX, as the case may be), be automatically extended without any further act or formality to that day which is the tenth (10th) Business Day after the end of the Blackout Period, such tenth Business Day to be considered the Expiry Date for such Option for all purposes under the Plan. Notwithstanding Section 2.8, the tenth Business Day period referred to in this Section 3.8 may not be extended by the Board.
| 3.9 | Optionee Ceasing to be Director, Employee or Service Provider |
Options may be exercised after the Service Provider has left his/her employ/office or has been advised by the Company that his/her services are no longer required or his/her service contract has expired, until the term applicable to such Options expires, except as follows:
| (a) | in the case of the death of an Optionee, any vested Option held by him at the date of death will become exercisable by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the date of expiration of the term otherwise applicable to such Option; |
| (b) | an Option granted to any Service Provider will expire 90 days (or such other time, not to exceed one year, as shall be determined by the Board as at the date of grant or agreed to by the Board and the Optionee at any time prior to expiry of the Option) after the Termination Date, and only to the extent that such Option was vested at the Termination Date; and |
| (c) | in the case of an Optionee being dismissed from employment or service for Cause, such Optionee’s Options, whether or not vested at the date of dismissal will immediately terminate on the Termination Date without right to exercise same. |
| 3.10 | Non Assignable |
Subject to Section 3.9(a), all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable.
| 3.11 | Adjustment of the Number of Optioned Shares |
The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:
| (a) | in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefor; |
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| (b) | in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation; |
| (c) | in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change; |
| (d) | in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this Section 3.11; |
| (e) | an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative; |
| (f) | the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this Section 3.11, be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company; |
| (g) | if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this Section 3.11, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Toronto, Ontario (or in the city of the Company’s principal executive office) that the Company may designate and who will be granted access to all appropriate records and such determination will be binding upon the Company and all Optionees; and |
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| (h) | any adjustment, other than in connection with a security consolidation or security split, to Options granted or issued under the Plan is subject to the prior acceptance of the TSXV, including adjustments related to an amalgamation, merger, arrangement, reorganization, spin-off, dividend or recapitalization. |
Article 4
COMMITMENT AND EXERCISE PROCEDURES
| 4.1 | Option Commitment |
Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Options and upon such delivery the Optionee will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions hereof, including any additional requirements contemplated with respect to the payment of required withholding taxes on behalf of Optionees.
| 4.2 | Manner of Exercise |
An Optionee who wishes to exercise his Option may do so by delivering:
| (a) | a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and |
| (b) | a certified cheque, wire transfer or bank draft payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired, plus any required withholding tax amount subject to Section 4.4. |
| 4.3 | Cashless Exercise |
Subject to the provisions of the Plan (including, without limitation, Section 4.4), once an Option has vested and become exercisable, an Optionee may elect to exercise such Option by either:
| (a) | A “net exercise” hereby Options, excluding Options held by any Investor Relations Service Provider, are exercised without the Participant making any cash payment so the Company does not receive any cash from the exercise of the subject Options, and instead the Participant receives only the number of underlying Common Shares that is the equal to the quotient obtained by dividing: (A) the product of the number of Options being exercised multiplied by the difference between the VWAP of the underlying Common Shares and the exercise price of the subject Options; by (B) the VWAP of the underlying Shares; or |
| (b) | a broker assisted “cashless exercise” in which the Company delivers a copy of irrevocable instructions to a broker engaged for such purposes by the Company to sell the Common Shares otherwise deliverable upon the exercise of the Options and to deliver promptly to the Company an amount equal to the Exercise Price and all applicable required withholding obligations a determined by the Company against delivery of the Common Shares to settle the applicable trade. |
An Option may be exercised pursuant to this Section 3.4 from time to time by delivery to the Company, at its head office or such other place as may be specified by the Company of (i) written notice of exercise specifying that the Optionee has elected to effect such a cashless exercise of such Option, the method of cashless exercise, and the number of Options to be exercised and (ii) the payment of an amount for any tax withholding or remittance obligations of the Optionee or the Company arising under applicable law and verified by the Company to its satisfaction (or by entering into some other arrangement acceptable to the Company in its discretion, if any). The Participant shall comply with Section 4.4 of this Plan with regard to any applicable required withholding obligations and with such other procedures and policies as the Company may prescribe or determine to be necessary or advisable from time to time including prior written consent of the Board in connection with such exercise.
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In the event of a net exercise pursuant to Section 4.3(a) or a cashless exercise pursuant to Section 4.3(b), the number of Options exercised, surrendered or converted, and not the number of Common Shares actually issued by the Company, must be included in calculating the limits set forth Sections 2.2, 2.5 and 2.9 of this Plan.
| 4.4 | Tax Withholding and Procedures |
Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Optionee who wishes to exercise an Option must, in addition to following the procedures set out in Section 4.2 and elsewhere in this Plan, and as a condition of exercise:
| (a) | deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or |
| (b) | otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded; |
and must in all other respects follow any related procedures and conditions imposed by the Company.
| 4.5 | Delivery of Optioned Shares and Hold Periods |
As soon as practicable after receipt of the notice of exercise described in Section 4.2 or Section 4.3 as applicable, and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue to the Optionee the appropriate number of Optioned Shares. An Exchange Hold Period will be applied from the date of grant for all Options granted to:
| (a) | Insiders of the Company; or |
| (b) | where Options are granted to any Service Provider, including Insiders, where the Exercise Price is at a discount to the Market Price. |
Pursuant to TSXV Policies, where the Exchange Hold Period is applicable, the certificate representing the Optioned Shares or written notice in the case of uncertificated shares will include a legend stipulating that the Optioned Shares issued are subject to a four-month Exchange Hold Period commencing the date of the Option Commitment.
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Article 5
GENERAL
| 5.1 | Employment and Services |
Nothing contained in the Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Optionee is voluntary.
| 5.2 | No Representation or Warranty |
The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of each Participant and not the Company.
| 5.3 | Interpretation |
The Plan will be governed and construed in accordance with the laws of the Province of Ontario.
| 5.4 | Continuation of Plan |
The Plan will become effective from and after the date first set out above, and will remain effective provided that the Plan, or any amended version thereof, receives Shareholder Approval at each annual general meeting of the holders of Common Shares of the Company subsequent to such effective date.
| 5.5 | Amendment of the Plan |
The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate the Plan with respect to all Common Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of the Plan will be subject to any necessary Shareholder Approval and Regulatory Approvals unless the effect of such amendment is intended to: (i) reduce the number of Common Shares that may be issued under the Plan; (ii) increase the Exercise Price of an Option; or (iii) cancel an Option.
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Schedule “A”
Stock OPTION PLAN
OPTION COMMITMENT
Notice is hereby given that, effective this _____ day of __________, ____ pursuant to the provisions of the Stock Option Plan (the “Plan”) of Verdera Energy Corp. (formerly, POCML 7 Inc.) (the “Company”), the Company has granted to ____________________________________ (the “Optionee”), an Option to acquire ________ Common Shares (“Optioned Shares”) up to 5:00 p.m. (Toronto Time) on the ______ day of ______________, _____ (the “Expiry Date”), or such earlier date as determined in accordance with the terms of the Plan, at an Exercise Price of Cdn$____________ per share.
[Optioned Shares are to vest immediately.]
OR
[Optioned Shares will vest (INSERT VESTING SCHEDULE AND TERMS)]
The grant of the Option evidenced hereby is made subject to the terms and conditions of the Plan, which are hereby incorporated herein and form part hereof. This Option Commitment and the Option evidenced hereby is not assignable, transferable or negotiable and is subject to the detailed terms and conditions contained in the Plan. This Option Commitment is issued for convenience only and in the case of any dispute with regard to any matter in respect hereof, the provisions of the Plan and the records of the Company shall prevail.
To exercise the Option, (1) deliver a written notice in the form attached as Schedule “B to the Plan (or in such other form as established by the Company) specifying the number of Optioned Shares you wish to acquire, together with a certified cheque, wire transfer or bank draft payable to the Company for the aggregate exercise price, or (2) if the Optionee wishes to exercise the Option on a “net exercise” basis or “cashless exercise” basis in accordance Section 4.3(a) or Section 4.3(b) of the Plan and the Company’s Board of Directors approves the exercise on a “net exercise” basis or “cashless exercise” basis, deliver a written notice and comply with such other conditions as established by the Company for a “net exercise” or “cashless exercise”. A certificate, or written notice in the case of uncertificated shares, for the Optioned Shares so acquired will be issued by the Company or its transfer agent, if applicable, as soon as practicable thereafter and may bear a restrictive legend if required under applicable securities laws or the policies of the TSX Venture Exchange.
[Note: If a four month hold period is applicable under the policies of the TSX Venture Exchange, the following legend must be placed on the certificate or the written notice in the case of uncertificated shares.
“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date 4 months from the date of grant]”.]
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The Company and the Optionee represent that the Optionee, under the terms and conditions of the Plan, is a bona fide Service Provider (as defined in the Plan), entitled to receive Options under TSXV Policies.
The Optionee also acknowledges and consents to the collection and use of Personal Information (as defined in the Policies of the TSX Venture Exchange) by both the Company and the TSX Venture Exchange (or the NEX, as the case may be) as more particularly set out in the Acknowledgement - Personal Information in use by the TSX Venture Exchange (or the NEX, as the case may be) on the date of this Option Commitment.
| VERDERA ENERGY CORP. (formerly, POCML 7 Inc.) | |
| Authorized Signatory | |
| [Insert name of Optionee] |
The Optionee acknowledges receipt of a copy of the Plan and represents to the Company that the Optionee is familiar with the terms and conditions of the Plan, and hereby accepts this Option subject to all of the terms and conditions of the Plan. The Optionee agrees to execute, deliver, file and otherwise assist the Company in filing any report, undertaking or document with respect to the awarding of the Option and exercise of the Option, as may be required by applicable regulatory authorities.
| Signature of Optionee: | ||
| ||
| Date signed: | Signature | |
| Print Name | ||
| Address |
Schedule “B”
TO Stock OPTION PLAN
Verdera Energy Corp. (formerly, POCML 7 Inc.)
#250 – 750 West Pender St.
Vancouver, BC V6C 2T7
Re: Employee Stock Option Exercise
Attention: Stock Option Plan Administrator, Verdera Energy Corp.
This letter is to inform Verdera Energy Corp. that I, _____________________ ____________, wish to exercise ________ options, at __________ per share, on this ______ day of ____________, 202___.
Payment issued in favour of Verdera Energy Corp. for the amount of $_____________ will be forwarded, including withholding tax amounts.
Please register the share certificate in the name of:
| Name of Optionee: |
| Address: | |||
Please send share certificate to:
| Name |
| Address: | |||
Sincerely,
| Signature of Optionee | Date | SIN Number (for T4) |
Exhibit 5.1
April 30, 2026
Verdera Energy Corp.
250-750 West Pender Street
Vancouver, British Columbia V6C 2T7
Canada
Dear Sirs and Mesdames:
| Re: | Verdera Energy Corp. – Registration Statement on Form F-1 |
We have acted as Canadian counsel to Verdera Energy Corp., a company existing under the laws of British Columbia, Canada (the “Company”), in connection with the filing of a registration statement on Form F-1 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration of 35,000,000 common shares with no par value (the “Common Shares”) to be distributed by the selling shareholder, enCore Energy Corp. (“enCore”), to the shareholders of enCore by way of a special distribution. enCore holds 35,000,000 Class A Preferred Shares of the Company which will, in accordance with their terms, convert to the Common Shares immediately prior to the record date for the special distribution.
In rendering the opinions herein, we have examined originals or copies of documents and have considered such questions of law and made such other investigations as we have deemed relevant or necessary. We have assumed the genuineness of all signatures, the legal capacity of all individuals, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photocopies or facsimiles thereof. We have assumed the offering of securities being registered under the Registration Statement will complete as described in the Registration Statement. We have assumed the accuracy and truthfulness of all representations and statements made in the documents so examined, and the performance of all obligations under agreement presented to us. We express no opinion as to any laws, or matters governed by any laws, other than the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The opinions hereinafter expressed are based upon legislation, rules and regulations in effect on the date hereof.
Subject to the foregoing qualifications, we are of the opinion that as at the date hereof, the Common Shares registered under the Registration Statement, shall be, upon conversion of the Class A Preferred Shares in accordance with their terms and the Registration Statement, duly and validly authorized and issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Yours truly,
MORTON LAW LLP
/s/ Morton Law LLP
Exhibit 10.1

FORM 2F
CPC ESCROW AGREEMENT
THIS AGREEMENT is made as of the 7th day of November, 2022
AMONG:
POCML 7 INC.
(the Issuer)
AND:
TSX TRUST COMPANY
(the Escrow Agent)
AND:
EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER
(a Securityholder or you)
(collectively, the Parties)
This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).
For good and valuable consideration, the Parties agree as follows:
PART 1 ESCROW
1.1 Appointment of Escrow Agent
The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The Escrow Agent accepts the appointment.
1.2 Deposit of Escrow Securities in Escrow
| (1) | You are depositing the common shares or units of the Issuer (escrow shares) and options (options) to acquire any securities of the Issuer (option shares) listed below your name in Schedule “A” with the Escrow Agent to be held in escrow under this Agreement. When this Agreement refers to escrow securities, it includes escrow shares, options and option shares. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these escrow securities which you have or which you may later receive. If you are not an individual, you will also complete, execute and deliver to the Exchange an Undertaking of Holder of Escrow Securities that is Not an Individual in the form attached as Schedule “B”. |
| FORM 2F | CPC ESCROW AGREEMENT | Page 1 |
| (as at January 1, 2021) |
(2) If the Securityholder should hold any options that are subject to this Agreement:
| (a) | the Securityholder agrees that all option shares received pursuant to the exercise of such options will concurrently be deposited with the Escrow Agent under this Agreement to be held and released in accordance with the terms of this Agreement; and |
| (b) | the Issuer agrees not to issue any option shares pursuant to the exercise of such options unless such option shares are concurrently deposited with the Escrow Agent under this Agreement to be held and released in accordance with the terms of this Agreement. |
(3) If you receive any other securities (additional escrow securities):
| (a) | as a dividend or other distribution on escrow securities; |
| (b) | on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants; |
| (c) | on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; or |
| (d) | from a successor issuer in a business combination, if Part 6 of this Agreement applies, |
you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities.
| (4) | You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of options, option shares or additional escrow securities issued to you. |
1.3 Direction to Escrow Agent
The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.
| FORM 2F | CPC ESCROW AGREEMENT | Page 2 |
| (as at January 1, 2021) |
PART 2 RELEASE OF ESCROW SECURITIES
2.1 Release Provisions
Subject to the Policy and sections 2.5, 2.6, 2.7, 3.2 and 3.3 of this Agreement, the escrow securities will be released from escrow in accordance with the following release provisions:
| (a) | all options granted prior to the date of the Final QT Exchange Bulletin and all option shares that were issued prior to the date of the Final QT Exchange Bulletin will be released from escrow on the date of the Final QT Exchange Bulletin, other than options that were granted prior to the Issuer’s IPO with an exercise price that is less than the issue price of the IPO Shares and any option shares that were issued pursuant to the exercise of such options which will be released from escrow in accordance with the schedule set out in section 2.1(b); |
| (b) | except for the options and option shares that are released from escrow on the date of the Final QT Exchange Bulletin as provided for in section 2.1(a), all escrow securities will be released from escrow in accordance with the following schedule: |
| Release Dates | Percentage to be Released |
| Date of Final QT Exchange Bulletin | 25% |
| Date 6 months following Final QT Exchange Bulletin | 25% |
| Date 12 months following Final QT Exchange Bulletin | 25% |
| Date 18 months following Final QT Exchange Bulletin | 25% |
| TOTAL | 100% |
2.2 Additional escrow securities
If you acquire additional escrow securities in connection with the transaction to which this Agreement relates, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule.
2.3 Delivery of Share Certificates for Escrow Securities
The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.
2.4 Replacement Certificates
If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.
| FORM 2F | CPC ESCROW AGREEMENT | Page 3 |
| (as at January 1, 2021) |
2.5 Release upon Death
| (1) | If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent to the Securityholder’s legal representative provided that: |
| (a) | the legal representative of the deceased Securityholder provides written notice to the Exchange of the intent to release the escrow securities as at a specified date which is at least 10 business days and not more than 30 business days prior to the proposed release; and |
| (b) | the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
(2) Prior to delivery the Escrow Agent must receive:
| (a) | a certified copy of the death certificate; and |
| (b) | any evidence of the legal representative’s status that the Escrow Agent may reasonably require. |
2.6 Exchange Discretion to Terminate
If the Escrow Agent receives a request from the Exchange to halt or terminate the release of escrow securities from escrow, then the Escrow Agent will comply with that request, and will not release any escrow securities from escrow until it receives the written consent of the Exchange.
2.7 Discretionary Applications
The Exchange may consent to the release from escrow of escrow securities in other circumstances and on terms and on conditions it deems appropriate. Escrow securities may be released from escrow provided that the Escrow Agent receives written notice from the Exchange.
PART 3 CANCELLATION OF ESCROW SECURITIES
3.1 Delisting of the Issuer
If the Exchange issues an Exchange Bulletin that the Issuer will be delisted, the Issuer must immediately notify the Escrow Agent.
| FORM 2F | CPC ESCROW AGREEMENT | Page 4 |
| (as at January 1, 2021) |
| 3.2 | Cancellation of Certain Escrow Securities Held by Non-Arm’s Length Parties of the Issuer |
(1) If the Issuer is delisted prior to Completion of the Qualifying Transaction,
| (a) | the Escrow Agent will deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrow securities held by Non-Arm’s Length Parties to the Issuer which were purchased prior to the IPO of the Issuer at a discount to the IPO price and all options and option shares held by such Persons (collectively, the Discount Seed Shares); and |
| (b) | the Issuer and the Escrow Agent must take such action as is necessary to cancel the Discount Seed Shares pursuant to the Policy. |
| (2) | For the purposes of cancellation of Discount Seed Shares, each Securityholder irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary. |
3.3 Cancellation of Other Escrow Securities
| (1) | Any escrow securities which have not been released from escrow under this Agreement as at 4:30 p.m. (Vancouver time) or 5:30 p.m. (Calgary time) on the date which is the 10th anniversary of the date of delisting of the Issuer from the Exchange must immediately be cancelled. The Escrow Agent must deliver a notice to the Issuer, including any certificates possessed by the Escrow Agent which evidence the escrow securities. The Issuer and Escrow Agent must take all actions as may be necessary to expeditiously effect cancellation. |
| (2) | For the purposes of cancellation of escrow securities under this Agreement, each Securityholder hereby irrevocably appoints the Escrow Agent as his or her attorney, with authority to appoint substitute attorneys, as necessary. |
PART 4 DEALING WITH ESCROW SECURITIES
4.1 Restriction on Transfer
Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is a private company controlled by one or more Principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the Principals to the risks of holding escrow securities.
4.2 Pledge, Mortgage or Charge as Collateral for a Loan
Subject to Exchange acceptance, you may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy the loan.
| FORM 2F | CPC ESCROW AGREEMENT | Page 5 |
| (as at January 1, 2021) |
4.3 Voting of Escrow Securities
Although you may exercise voting rights attached to your escrow securities, you may not, while your securities are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one or more arrangements that would result in the repayment of capital being made on the escrow securities prior to a winding up of the Issuer.
4.4 Dividends on Escrow Securities
You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than additional escrow securities, the Escrow Agent will pay the dividend or other distribution to you on receipt.
4.5 Exercise of Other Rights Attaching to Escrow Securities
You may exercise your rights to exchange or convert your escrow securities in accordance with this Agreement.
PART 5 PERMITTED TRANSFERS WITHIN ESCROW
5.1 Transfer to Directors and Senior Officers
| (1) | You may transfer escrow securities, other than options, within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that: |
| (a) | you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
(2) Prior to the transfer the Escrow Agent must receive:
| (a) | a certified copy of the resolution of the board of directors of the Issuer approving the transfer; |
| (b) | a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required acceptance from the Exchange on which the Issuer is listed has been received; |
| FORM 2F | CPC ESCROW AGREEMENT | Page 6 |
| (as at January 1, 2021) |
| (c) | an acknowledgment in the form of Form 5E signed by the transferee; and |
| (d) | a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. |
| (3) | A transfer within escrow is a trade within the meaning of securities legislation and may require an exemption or discretionary order. |
5.2 Transfer to Other Principals
(1) You may transfer escrow securities, other than options, within escrow:
| (a) | to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or |
| (b) | to a person or company that after the proposed transfer |
| (i) | will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and |
| (ii) | has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries, |
provided that:
| (a) | you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
(2) Prior to the transfer the Escrow Agent must receive:
(a) a certificate signed by a director or officer of the Issuer authorized to sign, stating that:
| (i) | the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer; or |
| (ii) | the transfer is to a person or company that: |
| (A) | the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities; and |
| FORM 2F | CPC ESCROW AGREEMENT | Page 7 |
| (as at January 1, 2021) |
| (B) | has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries |
after the proposed transfer; and
| (iii) | any required approval from the Exchange has been received; |
| (b) | an acknowledgment in the form of Form 5E signed by the transferee; and |
| (c) | a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. |
5.3 Transfer upon Bankruptcy
| (1) | You may transfer escrow securities, other than options, within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy provided that |
| (a) | you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
(2) Prior to the transfer, the Escrow Agent must receive:
(a) a certified copy of either
| (i) | the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or |
| (ii) | the receiving order adjudging the Securityholder bankrupt; |
(b) a certified copy of a certificate of appointment of the trustee in bankruptcy;
| (c) | a transfer power of attorney, duly completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and |
(d) an acknowledgment in the form of Form 5E signed by
| (i) | the trustee in bankruptcy or |
| (ii) | on direction from the trustee, with evidence of that direction attached to the acknowledgment form, another person or company legally entitled to the escrow securities. |
| FORM 2F | CPC ESCROW AGREEMENT | Page 8 |
| (as at January 1, 2021) |
5.4 Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities
| (1) | You may transfer escrow securities, other than options, within escrow to a financial institution provided that: |
| (a) | you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
(2) Prior to the transfer the Escrow Agent must receive:
| (a) | a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities; |
| (b) | evidence that the Exchange has accepted the pledge, mortgage or charge of escrow securities to the financial institution; |
| (c) | a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and |
| (d) | an acknowledgement in the form of Form 5E signed by the financial institution. |
5.5 Transfer to Certain Plans and Funds
| (1) | You may transfer escrow securities, other than options, within escrow to or between a registered retirement savings plan (RRSP), registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that. |
| (a) | you make application under the applicable Exchange Policy of the intent to transfer at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
(2) Prior to the transfer the Escrow Agent must receive:
| (a) | evidence from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge, the annuitant of the RRSP or RRIF or the beneficiaries of the other registered plan or fund do not include any person or company other than you and your spouse, children and parents; |
| (b) | a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and |
| FORM 2F | CPC ESCROW AGREEMENT | Page 9 |
| (as at January 1, 2021) |
| (c) | an acknowledgement in the form of Form 5E signed by the trustee of the plan or fund. |
5.6 Effect of Transfer Within Escrow
After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred, on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of escrow securities to the transferees under this Part 5.
5.7 Discretionary Applications
The Exchange may consent to the transfer within escrow of escrow securities in other circumstances and on such terms and conditions as it deems appropriate.
PART 6 BUSINESS COMBINATIONS
6.1 Business Combinations
This Part applies to the following (business combinations):
| (a) | a formal take-over bid for all outstanding equity securities of the Issuer or which, if successful, would result in a change of control of the Issuer; |
| (b) | a formal issuer bid for all outstanding equity securities of the Issuer; |
| (c) | a statutory arrangement; |
| (d) | an amalgamation; |
| (e) | a merger; and |
| (f) | a reorganization that has an effect similar to an amalgamation or merger. |
6.2 Delivery to Escrow Agent
You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent:
| (a) | a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities, and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the Issuer’s depository, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination; |
| (b) | written consent of the Exchange; and |
| FORM 2F | CPC ESCROW AGREEMENT | Page 10 |
| (as at January 1, 2021) |
| (c) | any other information concerning the business combination as the Escrow Agent may reasonably require. |
6.3 Delivery to Depositary
As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under section 6.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities and a letter addressed to the depositary that
| (a) | identifies the escrow securities that are being tendered; |
| (b) | states that the escrow securities are held in escrow; |
| (c) | states that the escrow securities are delivered only for the purposes of the business combination and that they will be released from escrow only after the Escrow Agent receives the information described in section 6.4; |
| (d) | if any share certificates or other evidence of the escrow securities have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, the share certificates or other evidence of escrow securities that are not released from escrow into the business combination; and |
| (e) | where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, share certificates or other evidence of additional escrow securities that you acquire under the business combination. |
6.4 Release of Escrow Securities to Depositary
(1) The Escrow Agent will release from escrow the tendered escrow securities provided that:
| (a) | you or the Issuer make application under the applicable Exchange Policy of the intent to release the tendered securities on a date at least 10 business days and not more than 30 business days prior to the date of the proposed release date; and |
| (b) | the Exchange does not provide notice of its objection to the Escrow Agent prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date; |
| (c) | the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the business combination, by that other person or company, that |
| (i) | the terms and conditions of the business combination have been met or waived; and |
| (ii) | the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the business combination. |
| FORM 2F | CPC ESCROW AGREEMENT | Page 11 |
| (as at January 1, 2021) |
6.5 Escrow of New Securities
If you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow in substitution for the tendered escrow securities.
6.6 Release from Escrow of New Securities
| (1) | The Escrow Agent will send to a Securityholder share certificates or other evidence of the Securityholder’s new securities as soon as reasonably practicable after the Escrow Agent receives: |
| (a) | a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign |
| (i) | stating that it is a successor issuer to the Issuer as a result of a business combination; |
| (ii) | containing a list of the securityholders whose new securities are subject to escrow under section 6.5; |
| (iii) | containing a list of the securityholders whose new securities are not subject to escrow under section 6.5; and |
| (b) | written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities are not subject to escrow under section 6.5; and |
| (2) | If your new securities are subject to escrow, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged. |
PART 7 RESIGNATION OF ESCROW AGENT
7.1 Resignation of Escrow Agent
| (1) | If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer and the Exchange. |
| (2) | If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent and the Exchange. |
| (3) | If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. |
| (4) | The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the resignation or termination date), provided that the resignation or termination date will not be less than 10 business days before a release date. |
| FORM 2F | CPC ESCROW AGREEMENT | Page 12 |
| (as at January 1, 2021) |
| (5) | If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. |
| (6) | On any new appointment under this section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. |
| (7) | If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the securities regulators with jurisdiction over this Agreement and the escrow securities. |
PART 8 OTHER CONTRACTUAL ARRANGEMENTS
8.1 Escrow Agent Not a Trustee
The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.
8.2 Escrow Agent Not Responsible for Genuineness
The Escrow Agent will not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any escrow security deposited with it.
8.3 Escrow Agent Not Responsible for Furnished Information
The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within escrow under this Agreement.
| FORM 2F | CPC ESCROW AGREEMENT | Page 13 |
| (as at January 1, 2021) |
8.4 Escrow Agent Not Responsible after Release
The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement.
8.5 Indemnification of Escrow Agent
The Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold harmless the Escrow Agent, its affiliates, and their current and former directors, officers, employees and agents from and against any and all claims, demands, losses, penalties, costs, expenses, fees and liabilities, including, without limitation, legal fees and expenses, directly or indirectly arising out of, in connection with, or in respect of, this Agreement, except where same result directly and principally from gross negligence, willful misconduct or bad faith on the part of the Escrow Agent. This indemnity survives the release of the escrow securities, the resignation or termination of the Escrow Agent and the termination of this Agreement.
8.6 Additional Provisions
| (1) | The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. |
| (2) | The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing, and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. |
| (3) | The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. |
| (4) | In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. |
| FORM 2F | CPC ESCROW AGREEMENT | Page 14 |
| (as at January 1, 2021) |
| (5) | The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. |
| (6) | The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. |
| (7) | The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. |
| (8) | The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. |
8.7 Limitation of Liability of Escrow Agent
The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.
8.8 Remuneration of Escrow Agent
The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees are subject to revision from time to time on 30 days' written notice. The Issuer will reimburse the Escrow Agent for its expenses and disbursements. Any amount due under this section and unpaid 30 days after request for such payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand.
In the event the Issuer or the Securityholders fail to pay the Escrow Agent any amounts owing to the Escrow Agent hereunder, the Escrow Agent shall have the right not to act (including the right not to release any additional securities from escrow) and will not be liable for refusing to act until it has been fully paid all amounts owing to it hereunder. Further, in the event the Issuer fails to pay the Escrow Agent its reasonable remuneration for its services hereunder, the Escrow Agent shall be entitled to charge the Securityholders for any further release of escrowed securities and shall have the right not to act (including the right not to release any additional securities from escrow) until the Securityholders have paid such amounts to the Escrow Agent.
| FORM 2F | CPC ESCROW AGREEMENT | Page 15 |
| (as at January 1, 2021) |
In the event the Issuer or the Securityholders have failed to pay the amounts owing the Escrow Agent hereunder, the Escrow Agent shall not be liable for any loss caused by a delay in the release of the escrowed securities.
8.9 Notice to Escrow Agent
The Issuer shall forthwith provide a copy of the Exchange Bulletin, confirmation of listing and posting for trading of the subject escrowed shares or such other relevant document to the Escrow Agent as it shall require in order to make the required releases. No duty shall rest with the Escrow Agent to obtain this information independently nor shall it be held liable for any loss, claim, suit or action, howsoever caused by any delay in providing this information to it.
PART 9 INDEMNIFICATION OF THE EXCHANGE
9.1 Indemnification
(1) The Issuer and each Securityholder jointly and severally:
| (a) | release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange; |
| (b) | agree not to make or bring a claim or demand, or commence any action, against the Exchange; and |
| (c) | agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the Exchange incurs or is required by law to pay as a result of any person’s claim, demand or action, |
arising from any and every act or omission committed or omitted by the Exchange, in connection with this Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.
| (2) | This indemnity survives the release of the escrow securities and the termination of this Agreement. |
| FORM 2F | CPC ESCROW AGREEMENT | Page 16 |
| (as at January 1, 2021) |
PART 10 NOTICES
10.1 Notice to Escrow Agent
Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:
TSX Trust Company
301 – 100 Adelaide Street West
Toronto, Ontario M5H 4H1
Attention: Vice President, Client Management
Fax: (416) 361-0470
Email: TMXEClientManagement@tmx.com
10.2 Notice to Issuer
Documents will be considered to have been delivered to the Issuer on the next business day following the date of transmission, if delivered by fax, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:
POCML 7 Inc.
Suite 2210, 130 King Street West
Toronto, Ontario M5X 1E4
Attention: David D’Onofrio, Director
Email:
10.3 Deliveries to Securityholders
Documents will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the Issuer’s share register.
Any share certificates or other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s address on the Issuer’s share register unless the Securityholder has advised the Escrow Agent in writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will provide the Escrow Agent with each Securityholder’s address as listed on the Issuer’s share register.
10.4 Change of Address
| (1) | The Escrow Agent may change its address for delivery by delivering notice of the change of address to the Issuer and to each Securityholder. |
| (2) | The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow Agent and to each Securityholder. |
| (3) | A Securityholder may change that Securityholder’s address for delivery by delivering notice of the change of address to the Issuer and to the Escrow Agent. |
10.5 Postal Interruption
A party to this Agreement will not mail a Document if the party is aware of an actual or impending disruption of postal service.
| FORM 2F | CPC ESCROW AGREEMENT | Page 17 |
| (as at January 1, 2021) |
PART 11 GENERAL
11.1 Interpretation – holding securities
Unless the context otherwise requires, all capitalized terms that are not otherwise defined in this Agreement, shall have the meanings as defined in Policy 1.1 – Interpretation, Policy 2.4 – Capital Pool Companies or in Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions.
When this Agreement refers to securities that a Securityholder “holds”, it means that the Securityholder has direct or indirect beneficial ownership of or control or direction over the securities.
11.2 Enforcement by Third Parties
The Issuer enters this Agreement both on its own behalf and as trustee for the Exchange and the Securityholders of the Issuer, and this Agreement may be enforced by either the Exchange, or the Securityholders of the Issuer, or both.
11.3 Termination, Amendment, and Waiver of Agreement
(1) Subject to subsection 11.3(3), this Agreement shall only terminate:
(a) with respect to all the Parties:
| (i) | as specifically provided in this Agreement; |
| (ii) | subject to section 11.3(2), upon the agreement of all Parties; or |
| (iii) | when the escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and |
(b) with respect to a Party:
| (i) | as specifically provided in this Agreement; or |
| (ii) | if the Party is a Securityholder, when all of the Securityholder’s escrow securities have been released from escrow pursuant to this Agreement. |
| (2) | An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate |
| (a) | is evidenced by a memorandum in writing signed by all Parties; |
| (b) | if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and |
| (c) | has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. |
| FORM 2F | CPC ESCROW AGREEMENT | Page 18 |
| (as at January 1, 2021) |
| (3) | Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. |
| (4) | No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: |
| (a) | is evidenced by a memorandum in writing signed by all Parties; |
| (b) | if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and |
| (c) | has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. |
| (5) | No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided. |
11.4 Severance of Illegal Provision
Any provision or part of a provision of this Agreement determined by a court of competent jurisdiction to be invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity, illegality or unenforceability, and the rest of the Agreement and all other provisions and parts thereof shall remain in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable provision or part thereof had never been included in this Agreement.
11.5 Further Assurances
The Parties will execute and deliver any further documents and perform any further acts reasonably requested by any of the Parties to this Agreement which are necessary to carry out the intent of this Agreement.
11.6 Time
Time is of the essence of this Agreement.
11.7 Consent of Exchange to Amendment
The Exchange must approve any amendment to this Agreement if the Issuer is listed on the Exchange at the time of the proposed amendment.
11.8 Additional Escrow Requirements
A Canadian exchange may impose escrow terms or conditions in addition to those set out in this Agreement.
| FORM 2F | CPC ESCROW AGREEMENT | Page 19 |
| (as at January 1, 2021) |
11.9 Governing Laws
The laws of Ontario and the applicable laws of Canada will govern this Agreement.
11.10 Counterparts
The Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original and all of which will be one agreement.
11.11 Singular and Plural
Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or the body corporate where required by the context.
11.12 Language
This Agreement has been drawn up in the English language at the request of all parties. Cet acte a été rédigé en anglais à la demande de toutes les parties.
11.13 Benefit and Binding Effect
This Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and permitted assigns and all persons claiming through them as if they had been a Party to this Agreement.
11.14 Entire Agreement
This is the entire agreement among the Parties concerning the subject matter set out in this Agreement and supersedes any and all prior understandings and agreements.
11.15 Successor to Escrow Agent
Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
| FORM 2F | CPC ESCROW AGREEMENT | Page 20 |
| (as at January 1, 2021) |
The Parties have executed and delivered this Agreement as of the date set out above.
| TSX TRUST COMPANY | |
| “Lori Winchester” (signed) | |
| Authorized signatory | |
| “Rosa Garofalo” (signed) | |
| Authorized signatory | |
| POCML 7 INC. | |
| “David D’Onofrio” (signed) | |
| Authorized signatory | |
| “Adam Parsons” (signed) | |
| Authorized signatory | |
| If the Securityholder is an individual: | |
| “Jerry Wang” (signed) | |
| Jerry Wang | |
| “Harrison Braden” (signed) | |
| Harrison Braden | |
| “Tony Pampena” (signed) | |
| Tony Pampena | |
| “Kris Volk” (signed) | |
| Kris Volk |
| FORM 2F | CPC ESCROW AGREEMENT | Page 21 |
| (as at January 1, 2021) |
| “Tong Pang” (signed) | |
| Tong Pang | |
| “Pasquale (Pat) DiCapo” (signed) | |
| Pasquale (Pat) DiCapo | |
| “David D’Onofrio” (signed) | |
| David D’Onofrio | |
| “Adam Parsons” (signed) | |
| Adam Parsons |
| FORM 2F | CPC ESCROW AGREEMENT | Page 22 |
| (as at January 1, 2021) |
| If the Securityholder is not an individual: | |
| POWERONE CAPITAL CORP. | |
| “Pasquale (Pat) DiCapo” (signed) | |
| Authorized signatory | |
| 2180447 ONTARIO INC. | |
| “David D’Onofrio” (signed) | |
| Authorized signatory | |
| 1999611 ONTARIO INC. | |
| “Alfonso DiCapo” (signed) | |
| Authorized signatory | |
| 1999609 ONTARIO INC. | |
| “Adam Parsons” (signed) | |
| Authorized signatory |
| FORM 2F | CPC ESCROW AGREEMENT | Page 23 |
| (as at January 1, 2021) |
SCHEDULE “A”
ESCROW SECURITIES
| FORM 2F | CPC ESCROW AGREEMENT | Page 24 |
| (as at January 1, 2021) |
SCHEDULE “B”
UNDERTAKING OF
HOLDER OF ESCROW SECURITIES THAT IS NOT AN INDIVIDUAL
TO: THE TSX VENTURE EXCHANGE
PowerOne Capital Corp. (the “Securityholder”) has subscribed for and agreed to purchase, as principal, 7,000,000 Common Shares of POCML 7 Inc. (the “Escrow Securities”). The Escrow Securities will be held in escrow as detailed in the escrow agreement entered into between POCML 7 Inc. (the “Issuer”), TSX Trust Company (the “Escrow Agent”) and the Securityholder (the “Escrow Agreement”).
The undersigned undertakes that, to the extent reasonably possible, it will not permit or authorize its securities to be issued or transferred, nor will it otherwise authorize any transaction involving any of its securities that could reasonably result in a change of its control without the prior consent of the TSX Venture Exchange, as long as any Escrow Securities remain held or are required to be held in escrow.
DATED this day of , 2022.
| (Name of Securityholder - please print) | |
| (Authorized Signature) | |
| (Official Capacity - please print) | |
| (Please print here name of individual whose signature appears above) |
The Securityholder is directly controlled by the undersigned who undertakes that, to the extent reasonably possible, he will not permit or authorize securities of the Securityholder to be issued or transferred, nor otherwise carry out any transaction that could reasonably result in a change of control of the Securityholder without the prior consent of the TSX Venture Exchange, as long as any Escrow Securities remain held or are required to be held in escrow.
DATED this day of , 2022.
| (Signature) | |
| (Name of Controlling Securityholder – please print) | |
| (Signature) | |
| (Name of Controlling Securityholder – please print) |
| FORM 2F | CPC ESCROW AGREEMENT | Page 25 |
| (as at January 1, 2021) |
Exhibit 10.2
November 2, 2025
PRIVATE AND CONFIDENTIAL
Verdera Energy Corp.
Suite 1200 – 750 West Pender Street
Vancouver, BC V6C 2T8
POCML 7 Inc.
130 King Street West, Suite 2210
Toronto, Ontario M5X 1E4
Attention: Janet Lee-Sheriff – Chair & CEO and David D’Onofrio - Director
Re: Verdera Energy Corp. – Private Placement Financing
Haywood Securities Inc. (“Haywood”) and SCP Resource Finance LP (“SCP” and together with Haywood, the “Co-Lead Agents”), on behalf of a syndicate of agents (together with the Co-Lead Agents, the “Agents”), hereby offers to sell, on a commercially reasonable efforts agency basis, 20,000,000 subscription receipts (the “Subscription Receipts”) of Verdera Energy Corp. (“Verdera” or the “Company”) and/or of POCML7 Inc. (“POCML7” or the “Target”) at a price per Subscription Receipt of $1.00 (the “Issue Price”), in connection with the Transaction (as hereinafter defined) for aggregate gross proceeds to the Company of $20,000,000 (the “Offering”) subject to the terms and conditions set out herein, and subject to all necessary regulatory approvals. Upon acceptance of such offer, the Company grants the Co-Lead Agents an option (the “Over-Allotment Option”), exercisable, in whole or in part, by the Co-Lead Agents giving notice to the Company at any time up to 48 hours prior to the Closing Date (as hereinafter defined) to sell up to an additional $3,000,000 worth of Subscription Receipts (the “Additional SR”) at the Issue Price. All references herein to “Subscription Receipts” and “Offering” shall be deemed to include the Additional SR and the Over-Allotment Option, respectively. It is anticipated that up to 1,000,000 Subscription Receipts for gross proceeds of up to $1,000,000 may be allocated to parties designated by Verdera under a president's list (the
“President's List”).
The Subscription Receipts will be offered and sold pursuant to private placement exemptions from any prospectus or registration requirements to accredited investors resident in the Qualifying Jurisdictions (as hereinafter defined); provided that, it is understood that no offering memorandum (as defined under applicable securities laws) shall be delivered to any prospective purchaser of Subscription Receipts.
The Offering will be conducted in conjunction with a reverse take-over transaction (the “Transaction”) between the Company and POCML 7 Inc. (“POCML7” or the “Target”), as described in the letter agreement dated November 2, 2025 in respect of the Transaction (the “Letter Agreement”). The Transaction shall constitute POCML7’s “qualifying transaction” in accordance with Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the “Exchange”) and shall result in the Resulting Issuer Common Shares (as defined below) of the resulting issuer from the Transaction (the “Resulting Issuer”) becoming listed on the Exchange.
Certain indicative terms and conditions of the Offering are as set out in the term sheet attached hereto as Schedule “ A”, which Schedule forms part of this agreement (the “Agreement”).
The Offering is subject to the following terms and conditions:
| 1. | Subscription Receipts. If not cancelled pursuant to Section 2 hereof, each Subscription Receipt shall be deemed to be exchanged, without payment of any additional consideration and subject to adjustment, for one common share (a “Verdera Common Share”) in the capital of the Company, or in the case of Subscription Receipts of POCML7 into one Resulting Issuer Common Share, upon the satisfaction of the Escrow Release Conditions (as hereinafter defined), as provided for in Section 2 hereof, and immediately prior to the completion of the Transaction. It is understood that pursuant to the Letter Agreement it is a condition to closing of the Transaction (the “Transaction Closing”), POCML7 will consolidate its outstanding common shares such that as the Transaction Closing the POCML7 common shares outstanding immediately prior to the Transaction Closing on a fully diluted basis will represent 8,000,000 Resulting Issuer Common Shares (the “POCML7 Consolidation”). |
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| 2. | Escrow. The gross proceeds of the Offering, less: (i) 50% of the Cash Fee (as hereinafter defined), which shall be paid to the Agents as provided for in Section 21 herein and (ii) the reasonable expenses of the Agents incurred in connection with the Offering as provided for in Section 22 of this Agreement, which foregoing amounts shall be retained by the Co-Lead Agents, on its own behalf and on behalf of the Agents, as the case may be (collectively, the “Escrowed Proceeds”) will be delivered by the Co-Lead Agents to, and held by, a licensed Canadian trust company or other escrow agent (the “Escrow Agent”) mutually acceptable to the Co-Lead Agents and the Company, each acting reasonably, and invested pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”), to be entered into by and between the Company, POCML7, the Co-Lead Agents (on behalf of the Agents) and the Escrow Agent on or prior to the Closing Date. The Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the “Escrowed Funds”. |
| 3. | Conversion of Subscription Receipts and Escrow Release. Pursuant to the terms of the Subscription Receipt Agreement: (i) each Subscription Receipt shall automatically convert to one Common Share, or one Resulting Issuer Common Share in the case of the Subscription Receipts issued by POCML7, and (ii) the Escrowed Funds will be released from escrow by the Escrow Agent to: (A) the Co-Lead Agents, on their own behalf and on behalf of the Agents, as the case may be, in an amount that is equal to the (1) 50% of the Cash Fee, together with any pro rata interest earned thereon; and (2) any reasonable expenses incurred by the Agents, as provided for in Section 22 herein, and not already paid by the Company on the Closing Date; and (B) the Company and the Resulting Issuer, as the Company may direct, the Escrowed Funds, less the foregoing deductions, upon satisfaction of the following conditions on or before 5:00 p.m. (Toronto time) on the date that is ninety (90) days following the Closing Date provided that the Company and the Co-Lead Agent’s may mutually agree to a one time additional thirty (30) day extension (either such date being the “Escrow Deadline”): |
| (a) | the completion or satisfaction or waiver of all conditions-precedent to the Transaction, other than the release of the Escrowed Funds, to the sole satisfaction of the Co-Lead Agents, on behalf of the Agents, acting reasonably; |
| (b) | the receipt of all required court, shareholder and regulatory approvals, as applicable, for (including the approval required by the Exchange) required in connection with: (i) the Transaction and (ii) the conditional approval by the Exchange for the listing (subject only to standard listing conditions) of the Resulting Issuer Common Shares, including any such securities underlying and issuable pursuant to the exercise of the Resulting Compensation Options (as hereinafter defined); |
| (c) | the Company, the Resulting Issuer and the Co-Lead Agents, on behalf of the Agents, having delivered a joint notice (the “Release Notice”) to the Escrow Agent confirming that the conditions set forth in (a) and (b) above have been met or waived; |
| (d) | the Company shall have not committed any material breach of this Agreement or the Agency Agreement (as hereinafter defined) that has not been cured within 5 days of the Company’s receipt of written notice from the Co-Lead Agents, on behalf of the Agents, specifying in reasonable detail the nature of such breach; and |
(collectively, the “Escrow Release Conditions”), which Common Shares shall be immediately exchanged for Resulting Issuer Common Shares on a one-for-one basis, for no additional consideration and without any further action by the holders thereof, upon completion of the Transaction.
As a condition precedent to the execution by the Co-Lead Agents of the Release Notice, the Chief Executive Officer and Chief Financial Officer of the Company and the Target (or such other officers as may be acceptable to the Co-Lead Agents, acting reasonably) shall certify to the Co-Lead Agents and the Escrow Agent that the Escrow Release Conditions (other than that set out in (c) above) have been satisfied.
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In the event that the Escrow Agent does not receive the Release Notice on or prior to the Escrow Deadline, or if prior to such time, the Company advises the Co-Lead Agents and the Escrow Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts shall be null and void and of no further effect and the Escrow Agent shall return the Escrowed Funds to the holders of the Subscription Receipts on a pro rata basis. The Company agrees that it shall be responsible and liable to the holders of the Subscription Receipts for any shortfall between the aggregate Issue Price paid by the original purchasers of the Subscription Receipts and the amount of the Escrowed Funds.
| 4. | No Underwriting Commitment. Notwithstanding anything to the contrary contained in this Agreement or any oral representations or assurances previously or subsequently made by the parties hereto, this Agreement does not constitute a commitment by or legally binding obligation of the Agents or any of their respective affiliates to act as underwriters, initial purchasers, arrangers, and/or placement agents in connection with any offering of securities of the Company, including the Subscription Receipts, or to provide or arrange any financing. The final terms of the Offering of the Subscription Receipts will be subject to the provisions of the Agency Agreement, as described in Section 16 of this Agreement. |
| 5. | Syndicate Arrangements. The Co-Lead Agents reserves the right to invite other investment dealers to act as agents in connection with the Offering, provided that, at all times, the Co-Lead Agents shall act as co-lead agents and joint bookrunner for the Offering and retain compensation of not less than a 37.5% economic interest in the Offering each. The Co-Lead Agents shall have the right to invite one or more investment dealers (each, a “Selling Firm”) to form a selling group to participate in soliciting of offers to purchase the Subscription Receipts and the Co-Lead Agents retains the exclusive right to control all compensation arrangements between the members of the selling group. The Co-Lead Agents shall ensure that any Selling Firm shall agree with the Agents to comply with all applicable laws and with the covenants and obligations given by the Agents in the Agency Agreement. In connection with the Offering, it is expected that Stifel Nicolaus Canada Inc. (15% economic interest) and Jett Capital Advisors, LLC (10% economic interest) will be invited to participate in the Offering as an Agent. |
| 6. | Jurisdictions. Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions, the Subscription Receipts will be offered for sale on a commercially reasonable efforts agency basis to eligible purchasers resident in each of the Provinces of Canada (except Quebec) and/or in jurisdictions other than Canada that are mutually agreed to by the Company and the Co-Lead Agents, each acting reasonably (collectively, the “Qualifying Jurisdictions”). It is anticipated that Subscription Receipts will also be offered for sale in the United States, as described in Section 7 below, subject to pre-approval by the Company. |
| 7. | Sales in the United States and to US Persons. Subject to pre-approval by the Company, the Co-Lead Agents may propose to offer and sell the Subscription Receipts to purchasers in the United States and to, or for the account or benefit of, persons in the United States or U.S. persons (as such term is defined in Regulation S under the United States Securities Act of 1933 (the “1933 Act”), “U.S. Persons”) through its U.S. broker-dealer affiliate, in compliance with the exemption from the registration requirements provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with applicable state securities laws. Offers and sales of the Subscription Receipts in the United States and/or to U.S. Persons will be made to eligible purchasers who are “qualified institutional buyers” (as defined in Rule 144A ("Rule 144A") under the 1933 Act) and “accredited investors” (as defined in Rule 501(a) of Regulation D under the 1933 Act) by way of private placement ) in reliance upon Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D thereunder, and similar exemptions from the registration requirements of applicable state securities laws, and resales of the Subscription Receipts Common Shares and Resulting Issuer Common Shares will be permitted in the United States under Rule 144A or outside the United States pursuant to Regulation S under the 1933 Act. The Company shall provide such supplemental disclosure as required to ensure that the Offering in the United States is exempt from the registration requirements under the 1933 Act. Any press release disseminated by any party hereto, or any party to the Agency Agreement, announcing or otherwise referring to the Offering shall contain the following legend: "NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES”. |
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| 8. | President’s List. The Co-Lead Agents understands that the Company may introduce certain investors who may participate in the Offering (the “President’s List”). The Company shall provide to the Co-Lead Agents as soon as practicable following the execution of this Agreement and receipt by the Company from the Co-Lead Agents of a template document for the collection of President’s List information, the names of such investors and certain other information as outlined on such template. |
| 9. | Review by Agents. Prior to the Closing (has hereinafter defined), the Company shall allow and assist the Agents and their legal counsel to participate fully in the preparation of, and to approve the form of all documentation required in respect of the Offering and will file all documentation required to be filed by it in respect of the Offering with all applicable regulatory authorities and shall allow the Agents to conduct all due diligence investigations which the Agents may reasonably require to fulfil their obligations as agents pursuant to Section 10 of this Agreement. |
| 10. | Due Diligence. The Agents, their counsel and their other professional advisors shall have the right to conduct such due diligence with respect to the Company and its Target, their financial position and their properties as the Agents and their counsel may reasonably determine, including meeting with senior management of the Company and the Target, and the Company and the Target shall make arrangements, on a timely basis, for the Agents to meet with the independent engineers and the auditors of the Company prior to the Closing. The Company and the Target will make available to the Agents and their legal counsel, on a timely basis, all corporate and operating records, material contracts, reserve reports, technical reports, financial information, budgets and other relevant information necessary in order to complete the due diligence investigation of the business, properties and affairs of the Company and the Target as well as of their directors, officers and employees. The Agents shall have the right to terminate this Agreement resulting from the Company’s acceptance of this offer if such due diligence reveals any material adverse information concerning the Company and its subsidiaries or affiliates, on a consolidated basis. The Company and the Target agree that, during the term of this engagement, the Agents and their legal counsel will be kept informed of all material business and financial developments affecting the Company and its properties and affairs, whether or not requested by the Agents or their legal counsel. For greater clarity, only upon the Co-Lead Agents being satisfied with its due diligence review of the Company and the Target will the proposed Offering close. In addition to any due diligence meetings, the Company agrees to make its senior management personnel available to meet with potential institutional investors if requested by the Agents. |
| 11. | Auditor Due Diligence. The Company agrees to undertake to do all such things as are necessary to enable the Company’s auditors to attend and participate in any due diligence teleconference or meeting, including, if necessary, retaining at the Company’s expense, the Company’s auditors to conduct a review of the unaudited financial statements of the Company, and the review of any such other materials deemed necessary by the Company’s auditors to enable their participation in any due diligence teleconference or meeting requested by the Agents. |
| 12. | Exchange Listing. The Company and the Target shall obtain the necessary approvals to list the Resulting Issuer Common Shares, including any such securities underlying and issuable pursuant to the exercise of the Resulting Compensation Options, on the Exchange, which listing shall be conditionally approved prior to the completion of the Transaction. |
| 13. | Closing Deliverables. On the Closing Date, the Company and the Target shall deliver to the Agents: (i) evidence of all requisite approvals in connection with the Offering; (ii) certificates of responsible officers of the Company; (iii) a favourable legal opinion of Canadian counsel to the Company with respect to Canadian securities matters relating to the Offering; (iv) if sales of Subscription Receipts are made in the United States, a favourable legal opinion of United States counsel to the Company to the effect that registration of the Subscription Receipts under the 1933 Act is not required in connection with the Offering; (v) favourable title opinions on its material properties; and (vi) such other documents or opinions as the Agents may reasonably request, in each case in a form customary for transactions of this nature and all in a form satisfactory to the Agents, acting reasonably. |
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| 14. | Concurrent Offerings. The Company and the Target agree that, from the date of this Agreement and continuing for a period of one hundred eighty (180) days from the date on which a final bulletin is issued by the Exchange announcing Exchange approval of the Transaction (the “Final Bulletin”),the Resulting Issuer will not, directly or indirectly, without the prior written consent of the Co-Lead Agents, such consent not to be unreasonably withheld or delayed, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or agree to or announce any intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, any additional Common Shares or any warrants, options or other securities convertible into or exchangeable for Common Shares, other than issuances: (i) pursuant to the exercise of the Agents’ Option; (ii) the Transaction (iii) under existing director or employee stock options, bonus or purchase plans or similar share or equity-linked compensation arrangements as detailed in the Resulting Issuer’s most recently-filed management discussion and analysis; (iv) under director or employee stock options or bonuses granted subsequently in accordance with regulatory approval; (v) upon the exercise of convertible securities, warrants or options outstanding prior to the date of this letter; or (vi) pursuant to previously scheduled property payments and/or other corporate acquisitions. For greater certainty, the foregoing restrictions will not apply to the distribution by enCore Energy Corp. (“enCore”) of Common Shares of the Resulting Issuer held by it to the shareholders of enCore as contemplated in the Letter Agreement. |
| 15. | Sales by Management. The Resulting Issuer’s officers and directors will agree, prior to Closing, not to sell, or agree to sell (or announce any intention to do so), any Common Shares or securities exchangeable or convertible into Common Shares of the Resulting Issuer, the Company or the Target for a period commencing on the date of this Agreement until the date that is that is one hundred eighty (180) days from the date of the Final Bulletin, without the prior written consent of the Co-Lead Agents, such consent not to be unreasonably withheld or delayed without the prior written consent of the Co-Lead Agents, such consent not to be unreasonably withheld. |
In addition, the Company and the Target agree that all Resulting Issuer’s Principals’ Securities (excluding Principals’ Securities held by enCore Energy Corp.) pursuant to TSXV Policy 5.4 will be subject to an Escrow Agreement as applicable to either a Tier 1 or Tier 2 Issuer. The Company will also ensure that all $0.10 and $0.20 issued securities of Verdera will either be subject to the SSRR’s or otherwise subject to equivalent resale restrictions over a 12 month period from the closing date of the Transaction (the “Transaction Closing Date”). For the purpose of the foregoing securities of the Resulting Issuer held by enCore (including securities to be distributed to shareholders of enCore as described in Section 14) will for the purposes of this agreement be considered SSRR Securities. Terms used in this paragraph that are not defined herein shall have the meaning given thereto in the TSXV policies.
| 16. | Agency Agreement. This Agreement is intended by the parties to be superseded by a definitive agency Agreement (the “Agency Agreement”) to be negotiated bona fide and in good faith and entered into between the Company, the Target and the Agent prior to the Closing Date. The Agency Agreement shall incorporate the terms and conditions of this Agreement and contain terms and conditions customary for agreements of this nature, including, without limitation, additional representations and warranties, conditions, indemnification, contribution and termination provisions, including but not limited to, “material adverse change out”, “disaster out”, “regulatory out”, “breach of Agreement out” and “market out” clauses, such termination provisions to commence on acceptance of the Offer and terminate on Closing. |
| 17. | Material Changes. Other than the Transaction, each of the Company and the Target represents and warrants to the Agents that, as of the date of this Agreement, there are no material facts or material changes relating to the Company or the Target which have not been publicly disclosed or otherwise disclosed to the Agents, as the case may be. Each of the Company and the Target will advise the Agents promptly of any material change, actual or contemplated, of which it is or becomes aware of relating to the securities, assets, business or affairs of the Company or the Target, its affiliates or the information provided to the Agents concerning the Company, the Target or the Offering. The Target agrees to comply promptly with all applicable requirements of the securities regulatory authorities in respect of such material change. The Company and the Target will notify the Agents promptly of any notice by any judicial or regulatory authority or any stock exchange requesting any information, meeting or hearing relating to the Company, the Target or the Offering. |
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| 18. | Power & Authority. Each of the Company and the Target represents and warrants to the Agents, and acknowledges that the Agents are relying upon such representations and warranties, that: (i) it has the requisite corporate power, authority and capacity to enter into this Agreement and to perform the transactions contemplated in this Agreement; and (ii) it is not party to any instrument or subject to any order or ruling which restricts or might restrict its ability to perform the transactions contemplated in this Agreement. |
| 19. | Restricted Period and Qualification. The Subscription Receipts, the Common Shares (including any such shares underlying and issuable pursuant to the Compensation Options (as hereinafter define) and the SR Compensation Options (as hereinafter defined) shall be subject to the “private company” hold period set out in National Instrument 45-102 – Resale of Securities (“NI 45-102”). Upon their issuance, the Resulting Issuer Common Shares, including all such securities underlying and issuable pursuant to the exercise of the Resulting SR Compensation Options, will be qualified by the Transaction and shall not be subject any hold period in Canada, except as may otherwise be required pursuant to Section 7 herein. |
| 20. | Closing. The closing of the Offering (the “Closing”) will occur at the offices of counsel to the Company before January 30, 2026 (the “Closing Date”) at 5:00 a.m. (Vancouver time) (the “Closing Time”), or such other date and/or time as mutually agreed to by the Company and the Co-Lead Agents, each acting reasonably. |
| 21. | Fees. In consideration for their services rendered in connection with the issue and sale of the Subscription Receipts pursuant to the Offering, the Company shall: |
| (a) | pay to the Agents a cash fee (the “Cash Fee”) of 5% of the gross proceeds of the Offering, payable as follows: (i) 50% of the Cash Fee shall be payable to the Agents on the Closing Date and; (ii) the remaining 50% of the Cash Fee shall be deposited into escrow and form part of the Escrowed Funds and shall be paid to the Agents (for greater certainty, together with any interest accrued thereon) upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds; and |
| (b) | subject to compliance with all required regulatory approvals, issue to the Agents, on the Closing Date, compensation subscription receipts (the “SR Compensation Options”) of the Company entitling the Agents to purchase that number of Subscription Receipts that is equal to 4% of the aggregate number of Subscription Receipts issued by the Company under the Offering, with an exercise price per Subscription Receipt that is equal to the Issue Price for a term of 18 months from the date of the Final Bulletin. |
Upon satisfaction of the Escrow Release Conditions and immediately prior to the completion of the Transaction, each SR Compensation Option shall be deemed to exchanged, without payment of any additional consideration and subject to adjustment, for one compensation option (a “Compensation Option”) of the Company entitling the Agents to purchase one Common Share, at a price per such share that is equal to the Issue Price, for a period of 24 months from the date of the Final Bulletin. Immediately upon their issuance, the Compensation Options shall be exchanged for compensation options (the “Resulting Compensation Options”) of the Resulting Issuer, on a one-for-one-basis, for no additional consideration and without any further action by the Agents. Each Resulting Compensation Option will entitle the Agents to purchase one Resulting Share, at a price per such share that is equal to the Issue Price, for a period of 24 months from the date of the Final Bulletin.
For greater certainty, the proceeds from the sale of the Subscription Receipts less each of: (i) 50% of the Cash Fee; and (ii) the reasonable expenses incurred by the Agents as provided for in Section 22Error! Reference source not found. of this Agreement, which amounts shall be retained by the Co-Lead Agents, shall be delivered by the Co-Lead Agents to the Escrow Agent pursuant to the Subscription Receipt Agreement.
If any of the compensation securities issuable to the Agents pursuant to the terms of this Section 21 are unavailable for any reason it is agreed that the Company shall pay the Co-Lead Agents other compensation of comparable value to the such securities, as the case may be. Such other compensation shall be agreed to between the Company and the Co-Lead Agents, each acting reasonably. If the Escrow Release Conditions have not been satisfied on or prior to the Release Deadline, the Corporate Finance SRs shall thereafter be cancelled and be of no further value or effect.
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All or part of the amounts payable under this paragraph may be subject to the federal Goods and Services Tax and/or applicable provincial sales tax (collectively, “Tax”). Where Tax is applicable, an additional amount that is equal to the amount of Tax owing will be charged to and paid by the Company.
| 22. | Expenses. The Company will pay all reasonable expenses and fees in connection with the Offering, including, without limitation, all expenses of or incidental to the creation, issue, sale or distribution of the securities contemplated herein; the fees and expenses of the Company's legal counsel; all costs incurred in connection with the preparation of documents relating to the Offering; and all expenses and fees incurred by the Agents not to exceed in the aggregate $100,000, which shall include the reasonable fees of the Agents’ legal counsel. All fees and expenses incurred by the Agents or on their behalf in connection with the Offering shall be payable by the Company as set forth in Section 21 of this Agreement or immediately upon receiving an invoice therefor from the Co-Lead Agents and shall be payable whether or not the Offering is completed. |
| 23. | Termination. The Agents, or any of them, may terminate this Agreement by notice in writing to that effect to the Company, and if applicable, to the Co-Lead Agents, at any time prior to or on the Closing Date: |
| (a) | any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is instituted, announced or threatened or any order is issued by any federal, provincial, state, municipal, local or other governmental or body, domestic or foreign, any subdivision or authority of any of the foregoing or any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (collectively, “Governmental Authority”), including, without limitation, the Exchange, or otherwise in respect of the Company or any of its directors and officers (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Agents); or there is any change of law, or the interpretation or administration thereof; or any order to cease trading (including communicating with persons in order to obtain expressions of interest) in the securities of the Company is made by a Governmental Authority and that order is still in effect, which in the reasonable opinion of that Agent operates to prevent or restrict the trading in the Common Shares or in the common shares of the Target, including any securities issuable pursuant to the terms hereunder, or which in the reasonable opinion of that Agent, acting in good faith, could be expected to have a material adverse effect on the market price or value of the Subscription Receipts, the Common Shares and/or the Resulting Issuer Common Shares; |
| (b) | there shall occur any material change in the business, financial condition, assets, liabilities (contingent or otherwise), results of operations or prospects of the Company or the Target or any change in any material fact contained or referred to in the public record of the Company or the Target which in the reasonable opinion of that Agent could be expected to have a material adverse effect on the market price or value of the Subscription Receipts, the Common Shares and/or the Resulting Issuer Common Shares; |
| (c) | there should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, accident, pandemic, any outbreak or escalation of war, hostilities or terrorism, natural disaster, public protest or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of such Agent, seriously adversely affects or involves, or may seriously adversely affect or involve, the financial markets in Canada or the United States or the business, operations or affairs of the Company or marketability of the Subscription Receipts or the Resulting Issuer Common Shares, as the case may be; |
| (d) | the state of the financial markets in Canada or elsewhere is such that in the reasonable opinion of the Agents, or any of them, the Subscription Receipts cannot be marketed profitably; |
| (e) | the Agents, or any of them, are not satisfied, in their sole discretion, with their due diligence review and investigations of the Company and/or the Target; or |
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| (f) | the Company is in breach of any material term, condition or covenant of this Agreement or the Agency Agreement or any of the representations and warranties made by the Company in this Agreement or the Agency Agreement is false or becomes false. |
| 24. | Indemnity. The Company agrees to indemnify and hold harmless the Agents, their affiliates and their respective directors, officers, employees, partners, agents, and shareholders in accordance with Schedule " B" attached hereto, which Schedule forms part of this Agreement and the consideration for which is the entering into of this Agreement. |
| 25. | Term & Survival. Unless terminated as set out in this Agreement, this Agreement will be effective as of the date of this Agreement and will continue until the earlier of: (i) The execution of the Agency Agreement referred to in Section 16 of this Agreement; the termination of this Agreement by the Co-Lead Agents pursuant to Section 23 of this Agreement; and (iii) the termination of this Agreement by mutual written agreement among the parties hereto, except to the extent superseded by the Agency Agreement, or as otherwise agreed upon by the Company and the Co-Lead Agents, on behalf of the Agents. However, the Company's obligations pursuant to Sections 22, 24, 25, 26, 27, 29, 31, 32, and 34 of this Agreement shall survive completion of this engagement, withdrawal, termination or a decision not to proceed with Offering as set out in this Agreement or until the Agency Agreement is executed and delivered. |
| 26. | Agents Not Fiduciaries. The Company acknowledges and agrees that all written and oral opinions, advice, analysis and materials provided by the Agents in connection with this Agreement hereunder are intended solely for the Company’s benefit and the Company’s internal use only with respect to the Offering and the Company agrees that no such opinion, advice, analysis or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the Agents’ prior written consent in each specific instance. Any advice or opinions given by the Agents hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualification and reservations as the Agents, in their sole judgement, deem necessary or prudent in the circumstances. |
The Agents shall act as independent contractors under this Agreement and not in any other capacity including as a fiduciary, and any duties arising out of this Agreement shall be owed solely to the Company.
| 27. | Use of Agents’ Advice. The Company acknowledges and agrees that all written and oral opinions, advice, analysis and materials provided by the Agents in connection with this Agreement hereunder are intended solely for the Company’s benefit and the Company’s internal use only with respect to the Offering and the Company agrees that no such opinion, advice, analysis or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the Agents’ prior written consent in each specific instance. Any advice or opinions given by the Agents hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualifications and reservations as the Agents, in their sole judgment, deem necessary or prudent in the circumstances. |
| 28. | Haywood and SCP each a Securities Dealer. Each of the Company and the Target acknowledges that Haywood and SCP are full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and financial advisory services and that in the ordinary course of its trading and brokerage activities, Haywood, SCP, and their affiliates at any time may hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers, in debt or equity securities of the Company or the Target, or any other company that may be involved in a transaction or related derivative securities. The Company further acknowledges that if Haywood or SCP provides research coverage of the Company, it will from time to time disseminate research reports with views and comments independent from those of the investment banking team and which may be contrary. |
Haywood and SCP acknowledges its responsibility to comply with applicable securities laws as they relate to trading securities with knowledge of a material fact or a material change that has not been generally disclosed. Further, Haywood and SCP have strict internal procedures, which provide for the placing of relevant securities on a “grey list” or a “restricted list” and for restrictions on trading by Haywood, SCP and their investment banking personnel for their own account in accordance with such procedures.
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| 29. | Public Announcements. Neither the Company, the Target, nor the Agents, shall make any public announcement in connection with the Offering, except if the other party has consented in writing to such announcement or the announcement is required by applicable laws or stock exchange rules. In such event, the party proposing to make the announcement will provide the other party with a reasonable opportunity, in the circumstances, to review a draft of the proposed announcement and to provide comments thereon. |
| 30. | Entire Agreement. This Agreement constitutes the only agreement by the parties hereto with respect to the subject matter of this Agreement and supersedes any and all prior negotiations and agreements, whether oral or written, between any of the Agents, the Company and the Target with respect to the Offering. |
| 31. | Enurement & Governing Law. This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein (excluding any conflict of law rule or principle of such laws that might refer such interpretation or enforcement to the laws of another jurisdiction) and the parties hereby irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matter arising hereunder or relating hereto. |
| 32. | Severability and Enforceability. It is expressly acknowledged and agreed that the covenants and provisions of this Agreement are separable. If one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision or provisions had never been contained in this Agreement. Headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. |
| 33. | Currency. All financial references expressed in this Agreement in terms of money refer to lawful currency of Canada (“CAD”) and all payments to be made hereunder shall be made in such currency, in each case unless otherwise specified. To the extent that any amounts payable to any party hereunder are: (i) payable in a currency other than CAD or; (ii) are payable in CAD and deductible from an amount other than CAD, the required equivalent payment, as applicable in each such case, shall be calculated based on the applicable Bank of Canada “end-of-day” exchange rate on the 3rd business day immediately preceding the Closing Date. |
| 34. | Counterparts and Electronic Transmission. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which together shall constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its original signature on the execution page of this Agreement to the order party by electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving party as of the date of receipt thereof by the receiving party. |
- SIGNATURE PAGE FOLLOWS -
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Haywood Securities Inc. and SCP Resource Finance LP would welcome the opportunity to act as the co-lead Agent in the Offering. If this letter accurately reflects your understanding of the terms of our agreement and you agree to be legally bound hereby, please execute this letter (in counterparts, if necessary) where indicated below and return a copy thereof to Haywood Securities Inc. (Attention: Kevin Campbell, kcampbell@haywood.com) and SCP Resource Finance LP (Attention: David Wargo, dwargo@scp-rf.com).
| Very truly yours, | ||
| HAYWOOD SECURITIES INC. | ||
| By: | /s/ Kevin Campbell | |
| Kevin Campbell | ||
| Managing Director, Investment Banking | ||
| SCP RESOURCE FINANCE LP by its general partner, | ||
| SCP RESOURCE FINANCE GP INC. | ||
| By: | /s/ David Wargo | |
| David Wargo | ||
| CEO & Head of Investment Banking | ||
The foregoing accurately reflects the terms of the transaction which we hereby agree to enter into and the undersigned agrees to be legally bound hereby.
Accepted this _________ day of November 2025.
| VERDERA ENERGY CORP. | ||
| By: | ||
| Janet Lee-Sheriff | ||
| Chair & CEO | ||
| POCML 7 INC. | ||
| By: | ||
| Pasquale DeCapo | ||
| CEO | ||
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Haywood Securities Inc. and SCP Resource Finance LP would welcome the opportunity to act as the co-lead Agent in the Offering. If this letter accurately reflects your understanding of the terms of our agreement and you agree to be legally bound hereby, please execute this letter (in counterparts, if necessary) where indicated below and return a copy thereof to Haywood Securities Inc. (Attention: Kevin Campbell, kcampbell@haywood.com) and SCP Resource Finance LP (Attention: David Wargo, dwargo@scp-rf.com).
| Very truly yours, | ||
| HAYWOOD SECURITIES INC. | ||
| By: | ||
| Kevin Campbell | ||
| Managing Director, Investment Banking | ||
| SCP RESOURCE FINANCE LP by its general partner, | ||
| SCP RESOURCE FINANCE GP INC. | ||
| By: | ||
| David Wargo | ||
| CEO & Head of Investment Banking | ||
The foregoing accurately reflects the terms of the transaction which we hereby agree to enter into and the undersigned agrees to be legally bound hereby.
Accepted this __2nd____ day of November 2025.
| VERDERA ENERGY CORP. | ||
| By: | /s/ Janet Lee-Sheriff | |
| Janet Lee-Sheriff | ||
| Chair & CEO | ||
| POCML 7 INC. | ||
| By: | ||
| Pasquale DeCapo | ||
| CEO | ||
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Haywood Securities Inc. and SCP Resource Finance LP would welcome the opportunity to act as the co-lead Agent in the Offering. If this letter accurately reflects your understanding of the terms of our agreement and you agree to be legally bound hereby, please execute this letter (in counterparts, if necessary) where indicated below and return a copy thereof to Haywood Securities Inc. (Attention: Kevin Campbell, kcampbell@haywood.com) and SCP Resource Finance LP (Attention: David Wargo, dwargo@scp-rf.com).
| Very truly yours, | ||
| HAYWOOD SECURITIES INC. | ||
| By: | ||
| Kevin Campbell | ||
| Managing Director, Investment Banking | ||
| SCP RESOURCE FINANCE LP by its general partner, | ||
| SCP RESOURCE FINANCE GP INC. | ||
| By: | ||
| David Wargo | ||
| CEO & Head of Investment Banking | ||
The foregoing accurately reflects the terms of the transaction which we hereby agree to enter into and the undersigned agrees to be legally bound hereby.
Accepted this _________ day of November 2025.
| VERDERA ENERGY CORP. | ||
| By: | ||
| Janet Lee-Sheriff | ||
| Chair & CEO | ||
| POCML 7 INC. | ||
| By: | /s/ Pasquale DeCapo | |
| Pasquale DeCapo | ||
| CEO | ||
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SCHEDULE "A"
VERDERA ENERGY CORP.
INDICATIVE TERM SHEET
PRIVATE PLACEMENT OFFERING OF SUBSCRIPTION RECEIPTS
| ISSUER: | Verdera Energy Corp., or an entity established for the purpose of completing the Offering (the “Company”) |
| AMOUNT: | $20,000,000 (or $23,000,000 if the Agents’ Option (as defined below) is exercised) in full (the “Offering”). |
| ISSUE: | Subscription receipts (the “Subscription Receipts”), of the Company, each convertible into one common share (a “Common Share”) in the capital of the Company upon satisfaction of the Escrow Release Conditions (as defined below). |
| ISSUE PRICE: | $1.00 per Subscription Receipt (the “Issue Price”). |
| AGENTS’ OPTION: | The Company grants the Agents (as defined below) an option (the “Agents’ Option”), exercisable in whole or in part at any time up to 48 hours prior to the Closing Date (as defined below) to increase the size of the Offering by up to $3,000,000 on the same terms as the Offering. |
| TRANSACTION STRUCTURE: | Private placement offering of Subscription Receipts on a commercially reasonable best-efforts basis in each of the Provinces of Canada (except Quebec) and/or in jurisdictions other than Canada that are mutually agreed to by the Company and the Co-Lead Agents in a manner that is exempt from any prospectus or registration of the Subscription Receipts in such other jurisdictions. |
| Offers for sale of the Subscription Receipts in the United States may only be made to (i) “qualified institutional buyers” (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act"); and (ii) “accredited investors” (as defined in Rule 501(a) of Regulation D under the 1933 Act)) by way of private placement in reliance upon Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D thereunder, and similar exemptions from the registration requirements of applicable state securities laws. Resales of the Subscription Receipts, the Common Shares and the Resulting Issuer Common Shares (as defined below) will be permitted in the United States under Rule 144A or outside the United States pursuant to Regulation S under the 1933. The Company must pre-approve offers in the United States. | |
| TRANSACTION: | The Offering will be conducted in conjunction with a reverse take-over transaction (the “Transaction”) between the Company and POCML 7 Inc. (the “Target”), to be described in the Target’s press release announcing the Transaction, expected to be dated November 3, 2025. The Transaction shall constitute the Target’s “qualifying transaction” in accordance with TSX Venture Exchange Policy 2.4 - Capital Pool Companies and shall result in the common shares (the “Resulting Issuer Common Shares”) of the resulting issuer from the Transaction becoming listed on the TSX Venture Exchange (the “Exchange”). |
| ESCROW: | The gross proceeds of the Offering, less: (i) 50% of the Cash Fee (as defined below), which shall be paid to the Agents; and (ii) the reasonable expenses of the Agents incurred in connection with the Offering, which foregoing amounts shall be retained by the Co-Lead Agents, on its own behalf and on behalf of the Agents, as the case may be (collectively, the “Escrowed Proceeds”) will be delivered by the Co-Lead Agents to, and held by, a licensed Canadian trust company or other escrow agent (the “Escrow Agent”) mutually acceptable to the Co-Lead Agents and the Company, each acting reasonably, and invested pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”), to be entered into by and between the Company, the Co-Lead Agents (on behalf of the Agents) and the Escrow Agent on or prior to the Closing Date. The Escrowed Proceeds, together with all interest and other income earned thereon, are referred to in this Agreement as the “Escrowed Funds”. |
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The Escrowed Funds will be released from escrow by the Escrow Agent to: (A) the Co-Lead Agents, on its own behalf and behalf of the Agents, as the case may be, in an amount that is equal to the (1) 50% of the Agent’s Fee, together with any pro rata interest earned thereon; and (2) (3) any expenses incurred by the Agents and not already paid by the Company on the Closing Date; and (B) the Company, as the Company may direct, the Escrowed Funds, less the foregoing deductions upon receipt by the Escrow Agent of the Release Notice (as defined below) on or prior to the Release Deadline (as defined below).
In the event that the Escrow Agent does not receive the Release Notice on or prior to Release Deadline, or if prior to such time, the Company advises the Co-Lead Agents and the Escrow Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions (as defined below), the Escrow Agent will return to holders of Subscription Receipts an amount that is equal to the aggregate Issue Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon. The Company will be responsible and liable to the holders of Subscription Receipts for any shortfall between the aggregate Issue Price and the Escrowed Funds.
| SUBSCRIPTION RECEIPTS: | Pursuant to the terms of the Subscription Receipt Agreement (as defined below), each Subscription Receipt shall automatically convert into one Common Share, upon: |
| (a) | the completion or satisfaction or waiver of all conditions precedent to the Transaction other than the release of the Escrowed Funds, to the satisfaction of the Co-Lead Agents, acting reasonably; |
| (b) | The receipt of all shareholder and regulatory approvals (including the approval required by the Exchange) required in connection with: (i) the Transaction and (ii) the conditional listing approval (subject only to standard listing conditions) of the Resulting Issuer Common Shares (including the Resulting Issuer Common Shares underlying the Resulting Compensation Options (as defined below)), or such equivalent securities as may be issued pursuant to the Transaction; |
| (c) | each of the Company and the Co-Lead Agents, having delivered a joint notice (the “Release Notice”) to the Escrow Agent (as defined below) confirming that all escrow release conditions have been met or waived; and |
| (d) | the Company shall have not committed any material breach of the engagement agreement entered into between the Company and the Agents or the agency agreement to be entered into by the Company and the Agents in respect of the Offering that has not been cured within 5 days of the Company’s receipt of written notice from the Co-Lead Agents specifying in reasonable detail the nature of such breach (collectively, the “Escrow Release Conditions”), which Common Shares shall be immediately exchanged for Resulting Issuer Common Shares on a one-for-one basis, for no additional consideration and without any further action by the holders thereof, upon completion of the Transaction. |
As a condition precedent to the execution by the Co-Lead Agents of the Release Notice, the Chief Executive Officer and Chief Financial Officer of the Company and the Target (or such other officers as may be acceptable to the Co-Lead Agents, acting reasonably) shall certify to the Co-Lead Agents and the Escrow Agent that the Escrow Release Conditions (other than that set out in (c) above) have been satisfied or waived in accordance with the provisions of the Subscription Receipt Agreement.
In the event that the Escrow Agent does not receive the Release Notice on or prior to the date that is 90 days after the Closing Date provided that the Company and the Co-Lead Agent’s may mutually agree to a one time additional thirty (30) day extension (either such date being the “Release Deadline”), or if prior to such time, the Company advises the Co-Lead Agents and the Escrow Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts shall be null and void and of no further effect and the Escrow Agent will disburse the Escrowed Funds (as defined and described below).
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| CLOSING: | On such date as agreed between the Company and the Co-Lead Agents (the “Closing Date”), each acting reasonably. |
| U.S. NOTICE: | The securities offered hereby have not and will not be registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act) unless the securities have been registered under the 1933 Act or are otherwise exempt from such registration. |
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SCHEDULE "B"
INDEMNITY
The Company hereby agrees to indemnify and hold harmless the Agents, each of the associates and affiliates of the Agents and each of the officers, directors, employees, shareholders, partners, advisors and agents of the Agent and of each of the associates and affiliates of the Agents (such officers, directors, employees, shareholders, partners, advisors and agents are hereinafter collectively referred to as the “Personnel” and the Agents, the associates and affiliates of the Agents and the Personnel are collectively referred to as the “Indemnified Persons” and individually as an “Indemnified Person”) from and against any and all expenses, costs, losses, claims, actions, payments, damages and liabilities (including the aggregate amount paid in settlement of any litigation, action, suit, proceeding, claim or investigation (each an “Action”) and the reasonable fees and expenses of counsel that may be incurred in respect of receiving advice in connection with, or in investigating, defending or settling, any Action) of whatsoever nature or kind, joint or several, to which any Indemnified Person may become subject or otherwise involved in any capacity under statute or common law or otherwise by reason of, in connection with, or insofar as such expense, cost, loss, claim, action, payment, damage or liability is caused by, results from, arises out of or is based upon, directly or indirectly, the engagement of the Agents hereunder, the provision of services by the Agents hereunder or otherwise in connection with any matter referred to in, or related to, this Agreement; provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall have determined that:
| (a) | the Indemnified Person has been grossly negligent or dishonest, has been guilty of willful misconduct or has committed a fraudulent act in the course of rendering such services or has materially breached this Agreement; and |
| (b) | the expense, cost, loss, claim, action, payment, damage or liability in respect of which indemnification is claimed was directly caused or occasioned by the gross negligence, dishonesty, willful misconduct, fraud or material breach referred to in clause (i) above. |
If for any reason (other than the occurrence of any of the events referred to in clause (i) above), the foregoing indemnification is unavailable to an Indemnified Person or, while available, is insufficient to hold such Indemnified Person harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such expense, cost, loss, claim, action, payment, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Indemnified Person on the other hand but also the relative degrees of fault of the Company and the Indemnified Person, as well as any other relevant equitable considerations, provided that in any event the Company shall contribute to the amount paid or payable by the Indemnified Person as a result of such expense, cost, loss, claim, action, payment, damage or liability any excess of such amount over the amount of the fees actually received by the Indemnified Person from the Company hereunder. Subject to the exceptions outlined in (i) and (ii) above, the Company hereby agrees that no Indemnified Person shall have any liability to the Company or any associate or affiliate thereof or to any of the officers, directors, holders of securities or creditors of the Company or of any associate or affiliate thereof in respect of any Action and hereby waives any right to contribution which the Company may have against any Indemnified Person from the Company. The Company hereby waives any right which the Company may have of first requiring any Indemnified Person to proceed or enforce any right, power, remedy or security or to claim payment from any other person before claiming under the indemnity contained in this Schedule “A”.
In case any Action is brought against an Indemnified Person or an Indemnified Person has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Company, the Indemnified Person will give the Company prompt written notice of any such Action of which the Indemnified Person has knowledge and the Company will undertake the investigation and defense thereof on behalf of the Indemnified Person, including the prompt employment of counsel acceptable to the Indemnified Persons affected and the payment of all expenses. The omission to so notify the Company shall not relieve the Company of any liability which the Company may have to any Indemnified Person hereunder provided that any such delay in or failure to give notice as herein required does not materially prejudice the defence of the Action and does not result in any material increase in the liability which the Company would otherwise have under the indemnity contained herein had the Indemnified Person not so delayed in giving, or failing to give, the notice herein required.
No admission of liability nor settlement, compromise or termination of any Action shall be made without the Company’s consent and the consent of the Indemnified Persons affected; such consents not to be unreasonably withheld. Notwithstanding that the Company will undertake the investigation and defence of any Action, an Indemnified Person will have the right to employ separate counsel with respect to any Action and participate in the defense thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Person unless:
| (a) | the payment of such expenses has been authorized in writing by the Company; |
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| (b) | the Company has not assumed the defense of the Action within a reasonable period of time after receiving notice of the Action; |
| (c) | the named parties to any such Action include both the Company and the Indemnified Person and the Indemnified Person shall have been advised by counsel to the Indemnified Person in writing that there is a conflict of interest between the Company and the Indemnified Person; or |
| (d) | there are one or more defenses available to the Indemnified Person which are different from or in addition to those available to the Company; |
in which case such fees and expenses of such counsel to the Indemnified Person will be for the Company’s account. The rights accorded to the Indemnified Persons hereunder shall be in addition to any rights an Indemnified Person may have at common law or otherwise.
The Company hereby acknowledges that the Agents act as trustee for all of the other Indemnified Persons of the covenants and obligations of the Company contained in this Schedule “B” with respect to such Indemnified Persons and the Agents hereby accepts such trust and agrees to hold such covenants and obligations on behalf of itself and the other Indemnified Persons.
The indemnity and contribution obligations of the Company contained herein shall be in addition to, and not in substitution for, any liability which the Company may otherwise have, shall extend upon the same terms and conditions to all Indemnified Persons and shall be binding upon and enure to the benefit of the respective successors and assigns of the Company and of each of the Indemnified Persons, as the case may be.
The indemnity provided in this Schedule “B” shall not be limited to or otherwise affected by any other indemnity obtained from any other person in respect of any matter specified in this Agreement and shall continue in full force and effect until all possible liability arising out of the transactions contemplated by this Agreement has been extinguished by operation of law, provided, however that no Indemnified Person shall be entitled to “double recovery” in respect of any Action.
Exhibit 10.3
AGENCY AGREEMENT
February 12, 2026
Verdera Energy Corp.
Suite 1200-750 West Pender Street
Vancouver, BC V6C 2T8
Attention: Janet Lee-Sheriff, Chairman, CEO and Director
and to:
POCML 7 Inc.
130 King Street West, Suite 2210
Toronto, Ontario M5X 1E4
Attention: David D’Onofrio, Director
Dear Sirs / Mesdames:
Re: Private Placement of Subscription Receipts
The undersigned, Haywood Securities Inc. (“Haywood”) and SCP Resource Finance LP (“SCP” and, together with Haywood, the “Lead Agents”), as co-lead agents, and Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together with the Lead Agents, the “Agents”), understand that Verdera Energy Corp. (the “Company”) and POCML 7 Inc. (“POCML7”) propose to create, offer, issue and sell, by way of private placement, (i) up to 20,000,000 subscription receipts of the Company (the “Verdera Subscription Receipts”), and (ii) up to 20,000,000 subscription receipts of POCML 7 (the “POCML7 Subscription Receipts” and collectively with the Verdera Subscription Receipts, the “Subscription Receipts”), at a price of $1.00 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of $20,000,000 (the “Offering”), subject to the terms and conditions of this Agreement. In addition, the Company and POCML7 hereby grant the Agents an option (the “Agents’ Option”) to sell, on behalf of the Company and POCML7, as applicable, up to an additional 15% of Subscription Receipts sold pursuant to the Offering, exercisable in whole or in part, at any time up to two business days prior to the final Closing Date (as defined below). The Agents shall have no obligation to exercise the Agents’ Option, in whole or in part.
The Subscription Receipts shall be created and issued pursuant to and be governed by a subscription receipt agreement dated February 12, 2026 (the “Subscription Receipt Agreement”) among the Company, POCML7, the Lead Agents and the Subscription Receipt Agent (as defined below).
Each Verdera Subscription Receipt will entitle the holder thereof to receive, upon automatic conversion in accordance with the terms of the Subscription Receipt Agreement, without payment of additional consideration or further action on the part of the holder thereof, and subject to adjustment as provided in the Subscription Receipt Agreement, one common share in the capital of the Company (each, a “Verdera Share”) upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions (as defined below) by the Release Deadline (as defined below).
Each POCML7 Subscription Receipt will entitle the holder thereof to receive, upon automatic conversion in accordance with the terms of the Subscription Receipt Agreement, without payment of additional consideration or further action on the part of the holder thereof, and subject to adjustment as provided in the Subscription Receipt Agreement, one post-Consolidation (as defined below) common share in the capital of POCML7 (each, a “POCML7 Share”) upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions (as defined below) by the Release Deadline. The POCML7 Subscription Receipts and underlying post-Consolidation POCML7 Shares will be subject to a restricted period in accordance with applicable Securities Laws (as defined below).
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The description of the Subscription Receipts herein is a summary only and is subject to the detailed provisions set forth in the Subscription Receipt Agreement. In case of any inconsistency between the description of the Subscription Receipts in this Agreement and the terms of the Subscription Receipts as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall govern.
The Verdera Shares are not currently listed on any stock exchange. The Agents understand that the Company has entered into an amalgamation agreement dated November 25, 2025 (the “Amalgamation Agreement”) with POCML7 and 1564752 B.C. Ltd., a wholly-owned subsidiary of POCML7 (“Subco”), pursuant to which, among other things, POCML7 will acquire (the “Acquisition”) all of the issued and outstanding Verdera Shares pursuant to a three-cornered Amalgamation (as defined below), which will constitute POCML7’s Qualifying Transaction (as defined in the policies of the TSXV (as defined below)) and result in the reverse take-over of POCML7 by the Company. In connection with the completion of the Acquisition (the “Acquisition Closing”), it is expected that POCML7 will change its name to “Verdera Energy Corp.”, or such other name as may be accepted by the relevant regulatory authorities and approved by Verdera and the board of directors of POCML7 (with POCML7, as of the Acquisition Closing, being the “Resulting Issuer”).
Prior to the completion of, and as a condition, to the Acquisition Closing, POCML7 will consolidate the POCML7 Shares on the basis of a ratio of one pre-consolidation POCML7 Share for every 0.656565 post-consolidation POCML7 Share (the “Consolidation”).
Concurrently with the Acquisition Closing, pursuant to the Amalgamation, each Verdera Share will be exchanged for one post-Consolidation common share in the capital of the Resulting Issuer (each, a “Resulting Issuer Share”).
In connection with the completion of the Acquisition, the Resulting Issuer Shares will be listed (the “Listing”) on the TSX Venture Exchange (the “TSXV”), and the conditional approval of the Listing by the TSXV is a condition to the completion of the Acquisition. The completion of the Offering will also be subject to receipt of all necessary regulatory and corporate approvals.
On the Closing Date, the gross proceeds of the Offering, less 50% of the Agents’ Commission (as defined below) and the Agents’ Expenses (as defined below) incurred up to the Closing Date (collectively, the “Net Escrowed Proceeds”), will be delivered to and held in escrow pursuant to the terms of the Subscription Receipt Agreement by the Subscription Receipt Agent and invested in an interest bearing account, or in any other manner as may be provided for under the Subscription Receipt Agreement (with the Net Escrowed Proceeds, together with any Earned Interest (as defined below) thereon, if any, being the “Escrowed Funds”).
If the Subscription Receipt Agent receives the Release Notice by 5:00 p.m. (Toronto time) on the date that is 90 days after the Closing Date of the Offering (subject to a one time extension of 30 days if mutually agreed upon between the Company and the Lead Agents (on behalf of the Agents) (the “Release Deadline”),: (a) the Subscription Receipt Agent will release: (i) to or as directed by the Lead Agents, the remaining 50% of the Agents’ Commission and any Earned Interest thereon plus the amount of all Agents’ Expenses incurred between the Closing Date and the date the Escrowed Funds are released from escrow (the “Escrow Release Date”), and (ii) the balance of the Escrowed Funds to, or as directed by, the Company; and (b) (i) each Verdera Subscription Receipt will be automatically converted into one Verdera Share without payment of additional consideration and without any further action on the part of the holder thereof, and (ii) each POCML7 Subscription Receipt will be automatically converted into one post-Consolidation POCML7 Share without payment of additional consideration and without any further action on the part of the holder thereof. The Company and POCML7 covenant and agree with the Agents that they will complete the Acquisition immediately following the time that the Escrow Release Conditions are satisfied or waived, unless otherwise agreed to, in writing, by the Lead Agents, acting reasonably.
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If: (a) the Escrow Release Conditions are not satisfied by the Release Deadline; or (b) prior to the Release Deadline, either the Company or POCML7 advises the Lead Agents, in writing, or announces to the public that: (i) it does not intend to, or will be unable to, satisfy any one or more of the Escrow Release Conditions, or (ii) the Acquisition has been terminated or abandoned (any such event being, a “Termination Event”, and the date upon which any such event occurs being, the “Termination Date”), the Subscription Receipts will immediately be cancelled and will become null and void and of no further force or effect, and the Subscription Receipt Agent shall return, within two Business Days (as defined below) following the Termination Date, to each holder of Subscription Receipts an amount equal to: (a) the aggregate Issue Price for the Subscription Receipts held by such holder, plus the Earned Interest thereon, if any, minus (b) the amount of any applicable withholding Taxes, if any. If the amount of the Escrowed Funds is not sufficient for the Subscription Receipt Agent to refund to each holder of Subscription Receipts an amount equal to the aggregate Issue Price for the Subscription Receipts held by such holder, together with such holder’s respective pro rata share of the Earned Interest thereon (less any applicable withholding Taxes, if any), the Company will be responsible and liable for the aggregate amount of such shortfall (the “Shortfall Amount”), and shall immediately deposit the Shortfall Amount with the Subscription Receipt Agent for return to the holders of the Subscription Receipts on a pro rata basis, prior to the time at which the Escrowed Funds are to be returned by the Subscription Receipt Agent to such holders as described above.
Based on the foregoing and subject to the terms and conditions contained in this Agreement, each of the Company and POCML7 hereby appoint the Agents, and the Agents hereby severally, and not jointly, agree to act, as the sole and exclusive agents of the Company and POCML7, to arrange for the sale of Subscription Receipts on behalf of the Company and POCML7 on a “commercially reasonable efforts” private placement basis, without underwriter liability, to Purchasers (as defined below), resident in the Selling Jurisdictions (as defined below) and in those jurisdictions outside of Canada as may be agreed to by the Company, POCML7 and the Lead Agents, acting reasonably, where the Subscription Receipts may be lawfully sold pursuant to the terms and conditions of the Offering. It is understood and agreed by the Company that the Agents shall act as agents only, are under no obligation to purchase any of the Subscription Receipts, and have not committed to sell a minimum amount under the Offering, although the Agents may subscribe for the Subscription Receipts if they so desire.
It is understood and agreed that the Company and POCML7 shall be entitled to offer and sell Subscription Receipts pursuant to the Offering to certain subscribers on a president’s list as agreed to in writing between the Company, POCML7 and Haywood (the “President’s List Purchasers”); provided, however, that (a) the Agents and any Selling Firm (as defined below) shall not be required to conduct a suitability review in respect of sales to President’s List Purchasers and may, upon reasonable grounds, refuse to process any subscription for Subscription Receipts from any President’s List Purchaser; (b) the Company and POCML7 shall indemnify and save harmless the Agents, any Selling Firm and any Indemnified Party (as defined below) for and against all Claims (as defined below) relating to any sales of Subscription Receipts by the Company to any President’s List Purchaser; and (c) the aggregate gross proceeds from President’s List Purchasers shall not exceed $1,000,000.
In consideration for the services to be rendered by the Agents under this Agreement and otherwise in connection with the Offering, the Company shall, on the Closing Date, pay to the Lead Agents, on behalf of the Agents, a cash commission equal to 5.0% of the aggregate gross proceeds of the Offering, including any gross proceeds raised in connection with the exercise of the Agents’ Option (the “Agents’ Commission”), to be allocated as follows: (i) 50% of the Agents’ Commission and the Agents' Expenses incurred up to the Closing Date will be payable on such Closing Date, and (ii) the remaining 50% of the Agents’ Commission and any Agents’ Expenses not already paid by the Company on the Closing Date will be paid upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds.
In addition, the Company shall, on the Closing Date, issue to the Agents compensation subscription receipts of the Company (each, a “SR Compensation Option”) equal to 4.0% of the total number of Subscription Receipts sold under the Offering. Each SR Compensation Option will have an exercise price per SR Compensation Option equal to the Issue Price for a term of 18 months from the Closing Date. Upon satisfaction of the Escrow Release Conditions and immediately prior to the Acquisition Closing, each SR Compensation Option shall be deemed to be exchanged, without payment of additional consideration, for one compensation option of the Resulting Issuer (each, a “Resulting Issuer Compensation Option”), with each Resulting Issuer Compensation Option being exercisable into one Resulting Issuer Share (each, a “Resulting Issuer Compensation Option Share”) at an exercise price equal to the Issue Price for a period of 18 months from the date on which a final bulletin is issued by the TSXV announcing its approval of the Acquisition (the “Final Bulletin”).
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The Agents shall be entitled to appoint a selling group consisting of other registered dealers as their agents to assist in the Offering. Any fee payable to any Selling Firm(s) shall be for the account of the Agents and shall be negotiated between the Agents and the Selling Firm(s), and paid out of the Agents’ Commission.
The parties acknowledge that the Subscription Receipts, Verdera Shares, POCML7 Shares, Resulting Issuer Shares, SR Compensation Options, Resulting Issuer Compensation Options and Resulting Issuer Compensation Option Shares have not been, and will not be, registered under the U.S Securities Act (as defined below) or any applicable securities laws of any state of the United States, and offers and sales of Subscription Receipts to Persons (as defined below) in the United States or to, or for the account or benefit of, U.S. Persons (as defined below) may only be made to Qualified Institutional Buyers (as defined below) and/or to U.S. Accredited Investors (as defined below), in reliance on the exemption from registration provided by Rule 506(b) of Regulation D (as defined below) and/or Section 4(a)(2) of the U.S. Securities Act and in accordance with similar exemptions from all applicable securities laws of any state of the United States, through securities dealers registered in the United States through a U.S. Affiliate (as defined below) pursuant to and in accordance with United States federal and state securities laws and the provisions of Schedule “A” to this Agreement. The Agents, the Company and POCML7 acknowledge that Schedule “A” forms part of this Agreement.
In order to coordinate efforts to effect the Offering, during the period of the engagement of the Agents hereunder, neither the Company, POCML7, nor any of their respective representatives shall, directly or indirectly (except through the Lead Agents), solicit any offer from any party to effect the Offering or sell or purchase securities of the Company or POCML7, except as may be required in connection with the Amalgamation.
The net proceeds received from the sale of the Subscription Receipts will be used to fund the Acquisition and for exploration and development of the Properties (as defined below), and for general corporate and working capital purposes.
The Agents understand that Verdera or POCML7 intend to complete a non-brokered private placement offering of 400,000 Subscription Receipts or Resulting Issuer Shares at a price per Subscription Receipt or Resulting Issuer Share equal to the Issue Price (the “Non-Brokered Offering”). The Non-Brokered Offering may close concurrently with the Offering or the Amalgamation. The Non-Brokered Offering is expected to be completed pursuant to one or more prospectus exemptions available under applicable Securities Laws. Verdera and POCML7 acknowledge and agree that (i) the Agents shall not be required to conduct a suitability review in respect of sales to purchasers under the Non-Brokered Offering and that the Agents do not and will not have any liability whatsoever to Verdera or POCML7 and the purchasers under the Non-Brokered Offering with respect to such sales; and (ii) the purchasers under the Non-Brokered Offering do not and will not have any recourse to or any rights against the Agents, and Verdera shall indemnify and save harmless the Agents from any and all losses or expenses relating to sales to purchasers pursuant to the Non-Brokered Offering. For greater certainty, the Non-Brokered Offering does not form part of the Offering.
1. Definitions
In this Agreement, in addition to the terms defined above or elsewhere in this Agreement, the following terms shall have the following meanings:
“Acquisition” has the meaning given in the opening paragraphs of this Agreement;
“Acquisition Closing” means the closing of the Acquisition;
“Additional Countries” has the meaning given in Section 2(b)(iii);
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“affiliate”, “associate”, “distribution”, “material change”, “material fact”, “misrepresentation”, “person” and “subsidiary” have the respective meanings given to them in the Securities Act (Ontario);
“Agents” has the meaning given in the opening paragraphs of this Agreement;
“Agents’ Commission” has the meaning given in the opening paragraphs of this Agreement;
“Agents’ Counsel” means DuMoulin Black LLP, or such other legal counsel as the Agents may retain from time to time;
“Agents’ Expenses” has the meaning given in Section 15;
“Agents’ Option” has the meaning given in the opening paragraphs of this Agreement;
“Agreement” means this agency agreement and includes all schedules attached hereto;
“Amalco” means the corporation resulting from the Amalgamation;
“Amalgamation” means the amalgamation of Subco and Verdera pursuant to Section 269 of the BCBCA on the terms and conditions set forth in the Amalgamation Agreement;
“Amalgamation Agreement” has the meaning given in the opening paragraphs of this Agreement;
“AML Laws” has the meaning given in Section 4(ll);
“Authorization” means any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or regulation, whether or not having the force of Law;
“BCBCA” means the Business Corporations Act (British Columbia) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;
“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in Toronto, Ontario and Vancouver, British Columbia are open for business;
“Claims” has the meaning given in Section 13(a);
“Closing” means the completion of the issue and sale by the Company and the purchase by the Purchasers of Subscription Receipts pursuant to the provisions of this Agreement and each Subscription Agreement;
“Closing Date” means February 12, 2026 or such other date as the Company and the Lead Agents may mutually agree;
“Closing Time” means 9:00 a.m. (Vancouver time) / 12:00 p.m. (Toronto time) on the Closing Date, or such other time or times as the Company, POCML7, and the Lead Agents may agree;
“Company” has the meaning given in the opening paragraphs of this Agreement;
“Consolidation” has the meaning given in the opening paragraphs of this Agreement;
“Contract” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon POCML7, Subco or Verdera, as the case may be, and “Contracts” means all of them;
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“Data Room” means the Firmex Virtual Data Room established by the Company as it was constituted at 5:00 p.m. (Vancouver time) on February 11, 2026;
“Directed Selling Efforts” has the meaning given in Regulation S and without limiting the foregoing, but for greater clarity, means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscription Receipts, the Verdera Shares or the Resulting Issuer Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of such securities;
“Disclosure Document” means a filing statement or information circular to be filed by POCML7 providing disclosure with respect to the Acquisition in the form of TSXV Form 3B1/3B2;
“Earned Interest” means the interest or other income actually earned, if any, on the investment of the Escrowed Funds (or the reinvestment of such interest or other income);
“Engagement” has the meaning given in Section 13(a);
“Engagement Letter” means the engagement letter by and among the Company, POCML7 and the Lead Agents, dated November 2, 2025;
“Environmental Laws” means all Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances;
“Environmental Permits” means any Permit issued or required under any Environmental Law;
“Escrow Release Conditions” means:
| (a) | the completion or satisfaction or waiver of all conditions-precedent to the Acquisition, other than the release of the Escrowed Funds, to the sole satisfaction of the Lead Agents, on behalf of the Agents, acting reasonably; |
| (b) | the receipt of all required shareholder and regulatory approvals (including the approval of the TSXV), as applicable, required in connection with: (i) the Acquisition and (ii) the conditional approval by the TSXV for the Listing (subject only to standard listing conditions) of the Resulting Issuer Shares, including any the Resulting Issuer Compensation Option Shares underlying and issuable pursuant to the exercise of Resulting Issuer Compensation Options; |
| (c) | the Company, the Resulting Issuer and the Lead Agents, on behalf of the Agents, having delivered the Release Notice to the Subscription Receipt Agent confirming that the conditions set forth in (a) and (b) above have been met or waived; and |
| (d) | the Company shall have not committed any material breach of this Agreement that has not been cured within 5 days of the Company’s receipt of written notice from the Lead Agents, on behalf of the Agents, specifying in reasonable detail the nature of such breach; |
“Escrow Release Date” the meaning given in the opening paragraphs of this Agreement;
“Final Bulletin” the meaning given in the opening paragraphs of this Agreement;
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“Escrowed Funds” has the meaning given in the opening paragraphs of this Agreement;
“Government” or “Governmental Authority” or “Governmental Entity” means any applicable (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board or authority of any of the foregoing; or (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization or private body, exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the foregoing;
“Haywood” has the meaning given in the opening paragraphs of this Agreement;
“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law;
“IFRS” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;
“Indemnified Party” has the meaning given in Section 13(a);
“Issue Price” has the meaning given in the opening paragraphs of this Agreement;
“Law” or “Laws” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws, and in the context that refers to a Person, means that such Laws apply to such Person, or its business, undertaking, property or securities, and emanate from a Governmental Entity (or any other Person) having jurisdiction over such Person or its business, undertaking, property or securities;
“Lead Agents” has the meaning given in the opening paragraphs of this Agreement and “Lead Agent” means either of them;
“Listing” has the meaning given in the opening paragraphs of this Agreement;
“Lock-Up Agreement” has the meaning given in Section 3(o);
“Material Adverse Effect” means any change, fact, or state of being that has a material and adverse effect (actual or anticipated, whether financial or otherwise) on the business, affairs, operations, properties, permits, assets, licenses, liabilities (contingent or otherwise), capital, results of operations or condition (financial or otherwise) of any of the Company, the Verdera Subsidiaries, POCML7, the Properties, or the Mining Interests, as the case may be;
“Material Properties” means the Crownpoint and Hosta Butte uranium project located in New Mexico, USA;
“Mining Interests” means (i) leasehold estates in and to the mineral properties and other leaseholds (and all leasehold estates created thereby) comprising part of the Properties, including the lands covered by the leases, and any fee interests, fee mineral interests carried interests and any ratifications, extensions or amendments of the same; and (ii) the unpatented mining claims forming part of the Properties, each as more particularly described in the Data Room;
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“Net Escrowed Proceeds” has the meaning given in the opening paragraphs of this Agreement;
“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;
“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;
“Non-Brokered Offering” has the meaning given in the opening paragraphs of this Agreement;
“OBCA” means the Business Corporations Act (Ontario) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;
“Odyssey” means Odyssey Trust Company;
“Offering” has the meaning given in the opening paragraphs of this Agreement;
“Offering Documents” means, collectively, this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, and any certificates (if any) representing the Subscription Receipts, the SR Compensation Options, the Resulting Issuer Compensation Options and any other documents executed and delivered, or to be executed and delivered, by the Company or POCML7 in connection with the Offering, and “Offering Document” means any one of them;
“POCML7” has the meaning given in the opening paragraphs of this Agreement;
“POCML7 Financial Statements” means the comparative audited financial statements of POCML7 for the years ended September 30, 2025 and 2024, together with the notes thereto and the auditors’ report thereon;
“POCML7 Material Agreements” means, collectively, each material contract, commitment, agreement (written or oral), instrument, lease or other document, which is material to POCML7 and to which POCML7 is a party or by which any of its property or assets are bound, including the Offering Documents and the Amalgamation Agreement;
“POCML7 Shares” has the meaning given in the opening paragraphs of this Agreement;
“POCML7 Subscription Receipts” has the meaning given in the opening paragraphs of this Agreement;
“President’s List Purchasers” has the meaning given in the opening paragraphs of this Agreement;
“Party” means, as the context requires, any of the Company, POCML7, or any of the Agents, and “Parties” means two or more of them, as applicable;
“Permit” means any licence, permit, approval, consent, certificate, registration or other authorization of or issued by any Governmental Entity;
“Permitted Issuance” has the meaning given in Section 3(m);
“Person” means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;
“President’s List Purchasers” has the meaning given in the opening paragraphs of this Agreement;
“Purchased Securities” means together, the Subscription Receipts and the Verdera Shares issuable on conversion of the Subscription Receipts;
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“Properties” means, collectively, the Material Properties and the Nose Rock, West Largo and Ambrosia Lake – Treeline uranium projects located in New Mexico;
“Public Record” means all information publicly filed by or on behalf of POCML7 pursuant to applicable Securities Laws, the respective regulations made thereunder, together with prescribed forms, policy statements, multilateral and national instruments, orders, rulings (including blanket rulings), notices and other regulatory instruments of applicable securities regulatory authorities, including the rules and published policies of the TSXV;
“Purchaser” means any Person (including any Agent) who, as purchaser, subscribes for and acquires Subscription Receipts under the Offering by duly completing, executing and delivering a Subscription Agreements to the Agents, and fulfilling its obligations thereunder;
“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A(a)(1) under the U.S. Securities Act that is also a U.S. Accredited Investor;
“Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;
“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;
“Release Deadline” means 2:00 p.m. (Vancouver Time) / 5:00 p.m. (Toronto Time) on the date that is 90 days following the initial Closing Date of the Offering, subject to a one time extension of 30 days if mutually agreed upon between the Company and the Lead Agents (on behalf of the Agents);
“Release Notice” means a written release notice executed by the Lead Agents, the Company and POCML7 addressed and delivered to the Subscription Receipt Agent confirming that all of the Escrow Release Conditions, other than the delivery of the Release Notice to the Subscription Receipt Agent, have been satisfied or waived (to the extent such waiver is permitted);
“Resulting Issuer” has the meaning given in the opening paragraphs of this Agreement;
“Resulting Issuer Compensation Option” has the meaning given in the opening paragraphs of this Agreement;
“Resulting Issuer Compensation Option Share” has the meaning given in the opening paragraphs of this Agreement;
“Resulting Issuer Securities” means, together, the Resulting Issuer Shares which shall be automatically issued upon exchange of the Verdera Shares under the Amalgamation, the Resulting Issuer Compensation Options, and the Resulting Issuer Shares issuable upon the exercise of the Resulting Issuer Compensation Options;
“Resulting Issuer Shares” means the common shares in the capital of POCML7, as constituted upon completion of the Consolidation;
“SCP” has the meaning given in the opening paragraphs of this Agreement;
“SEC” means the U.S. Securities and Exchange Commission;
“Securities Authorities” means the federal, state and provincial securities commissions and/or other securities regulatory authorities in Canada and the United States, including any stock exchanges or other self-regulatory agencies having authority over the Parties, including the TSXV;
“Securities Laws” means, as applicable, all applicable securities laws, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, rulings (including blanket rulings), notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions, including the rules and published policies of the TSXV, as applicable;
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“Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions (including, for the avoidance of doubt, state securities regulators in the applicable states of the United States in which the offer and sale of Subscription Receipts to U.S. Purchasers occurs), and “Securities Regulator” means any one of them;
“SEDAR+” means the System for Electronic Document Analysis and Retrieval + of the Canadian Securities Administrators;
“Selling Firm” has the meaning given in the opening paragraphs of this Agreement;
“Selling Jurisdictions” means certain provinces of Canada, the United States and any Additional Countries, to the extent any Purchasers are resident therein;
“Shortfall Amount” has the meaning given in the opening paragraphs of this Agreement;
“SR Compensation Options” has the meaning given in the opening paragraphs of this Agreement;
“Subco” has the meaning given in the opening paragraphs of this Agreement;
“Subscription Agreements” means the subscription agreements (in the form agreed upon by the Lead Agents, the Company and POCML7), pursuant to which Purchasers agree to subscribe for and purchase the Subscription Receipts as contemplated herein and shall include, for avoidance of doubt, all schedules and exhibits thereto;
“Subscription Receipt Agent” means Odyssey and its successors and permitted assigns (or such licensed Canadian trust company or other escrow agent as may be acceptable to the Company and the Lead Agents);
“Subscription Receipt Agreement” has the meaning given in the opening paragraphs of this Agreement;
“Subscription Receipts” has the meaning given in the opening paragraphs of this Agreement;
“Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;
“Technical Report” means the technical report entitled “Crownpoint and Hosta Butte Uranium Project McKinley County, New Mexico, USA – Mineral Resource Technical Report National Instrument 43-101” dated September 30, 2025, prepared for the Company by BRS Inc.;
“Term Sheet” means the term sheet of the Company and POCML7 in respect of the Offering attached as Schedule B hereto, as the same may be amended and delivered to Purchasers from time to time prior to the Closing Time;
“Termination Date” has the meaning given in the opening paragraphs of this Agreement;
“Termination Event” has the meaning given in the opening paragraphs of this Agreement;
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“Title Report” means the updated title report of Modrall Sperling, Roehl, Harris & Sisk, P.A, counsel to Verdera, dated as of September 1, 2025 updating the title report dated January 31, 2023 prepared by Gordon Peake of encore Energy Corp. insofar as it covers the lands comprising the Material Properties;
“TSXV” means the TSX Venture Exchange;
“TSXV Approval” means the conditional approval of the TSXV in respect of (a) the Acquisition and (c) the Listing;
“U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) of Regulation D;
“U.S. Affiliate” means any United States broker-dealer affiliates of the Agents;
“U.S. Person” means “U.S. person”, as that term is defined in Rule 902(k) of Regulation S;
“U.S. Purchaser” means any Purchaser that (i) is in the United States, (ii) is a U.S. Person or is acting for the account or benefit of a U.S. Person, (iii) was offered the Subscription Receipts in the United States or (iv) was (or its authorized signatory was) in the United States at the time the buy order for the Subscription Receipts was made or the Subscription Agreement for such Purchaser was executed and delivered;
“U.S. Securities Act” means the United States Securities Act of 1933, as amended;
“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
“Verdera Financial Statements” means the annual audited financial statements of Verdera for the period from incorporation to March 31, 2025 and for the month ended April 30, 2025, together with the notes thereto and the auditors’ report thereon, and the unaudited consolidated interim financial statements of Verdera as at and for the six month period ended September 30, 2025, including the notes thereto;
“Verdera Material Agreement” means each material contract, commitment, agreement (written or oral), instrument, lease or other document, which is material to Verdera and to which Verdera is a party or by which any of its property or assets are bound, including, for greater certainty, each Offering Document and the Amalgamation Agreement;
“Verdera Shares” has the meaning given in the opening paragraphs of this Agreement;
“Verdera Subscription Receipts” has the meaning given in the opening paragraphs of this Agreement; and
“Verdera Subsidiaries” means NM Energy Holding Canada Corp. and NM Energy Holding Corp.
2. The Offering
| (a) | Agency Deal. The Company and POCML7 hereby appoint the Agents to act as the exclusive agents to offer and sell the Subscription Receipts under the Offering on a “commercially reasonable efforts” private placement basis, without underwriter liability, and the Agents hereby accept such appointment. This Agreement does not constitute a commitment by, or legally binding obligation of, the Agents or any of their respective affiliates to act as underwriters, initial purchasers or, except as explicitly contemplated in this Agreement, arrangers and/or placement agents, in connection with any offering of securities of the Company or POCML7, or to provide or arrange any financing. |
| (b) | Sale on Exempt Basis. The Agents shall use their commercially reasonable efforts to arrange for the purchase of the Subscription Receipts under the Offering: |
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| (i) | in the Selling Jurisdictions in Canada pursuant to exemptions from the prospectus requirements under applicable Securities Laws to “accredited investors” pursuant to NI 45-106, or such other available exemption as agreed to by the Company, POCML7 and the Lead Agents as evidenced by the Company’s acceptance of a Subscription Agreement with respect thereto, in accordance with the provisions hereof; |
| (ii) | in the United States or to, or for the account or benefit of, U.S. Persons only to Qualified Institutional Buyers and U.S. Accredited Investors, pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar registration exemptions under applicable state securities laws, in the manner contemplated by this Agreement (including Schedule “A” hereto); and |
| (iii) | in such other jurisdictions (outside of Canada and the United States) (the “Additional Countries”) as may be agreed between the Company, POCML7 and the Lead Agents. |
| (c) | Filings. The Company and POCML7, as applicable, undertake to file or cause to be filed all forms, undertakings or other documents required to be filed by the Company or POCML7 in connection with the offer and sale of the Subscription Receipts under the Offering such that the Offering may lawfully occur without the necessity of filing a prospectus or a registration statement in Canada, the United States or elsewhere in accordance with the terms of this Agreement and the Subscription Agreements, and the Agents undertake to use their commercially reasonable efforts to cause Purchasers to complete any forms required by applicable Securities Laws or the TSXV. All fees payable in connection with such filings shall be at the joint expense of the Company and POCML7. |
| (d) | Other Obligations. Neither the Company, POCML7 nor the Agents shall: (i) provide to prospective Purchasers any document or other material or information that would reasonably be construed to constitute an offering memorandum within the meaning of NI 45-106 or securities laws of the United States; or (ii) engage in any form of General Solicitation or General Advertising or any Directed Selling Efforts in connection with the offer and sale of the Subscription Receipts, including causing the sale of the Subscription Receipts to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Subscription Receipts whose attendees have been invited by General Solicitation or General Advertising. |
| (e) | Agents’ Diligence. The Company and POCML7 agree that, in carrying out their responsibilities under this Agreement, the Agents will necessarily rely on information prepared by or supplied by the Company, POCML7 and their respective subsidiaries, affiliates, officers, directors, employees, agents, counsel and other representatives. In this regard, the Agents will be entitled to rely on, and have no obligation to verify the accuracy or completeness of, such information. Each of the Company and POCML7 jointly and severally represents and warrants to the Agents that all information and documentation provided, or to be provided, by it or on its behalf in connection with this Agreement and the Offering are, and will be, accurate and complete in all material respects, and do not and will not contain any “misrepresentation”, as such term is defined under applicable Securities Laws in Canada. |
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3. Covenants of the Company and POCML7
Each of the Company and POCML7 covenants to the Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the completion of the Offering, that, until the earlier of the Termination Date or the Escrow Release Date, as the case may be (or such longer period as is covered in any covenant below) that:
| (a) | it shall: (i) at all times allow the Agents and their representatives to conduct all reasonable due diligence investigations, examinations and oral due diligence sessions that the Agents may require, in their sole opinion, in order to fulfill their obligations as agents for the Offering, including to satisfy themselves as a result of such due diligence that the Public Record is accurate, complete and current in all material respects, and to enable the Agents to responsibly complete the Offering; (ii) use commercially reasonable efforts to assist the Agents with their due diligence investigations, (iii) provide the Agents all corporate, financial and operating information and documentation regarding it, its affiliates, the Subscription Receipts, the Acquisition, the Mining Interests, the transactions contemplated under the Offering as may reasonably be requested by the Agents, (iv) provide the Agents full and complete access during regular business hours and on reasonable prior notice to its senior management, facilities, employees, auditors, legal counsel, consultants and other advisors and other entities associated with its management, administration and investment decision-making which, in the Agents’ sole opinion, is necessary and sufficient to allow the Agents to fulfill their obligations and perform their services hereunder as agents for the Offering, and (v) provide the Agents with copies of any forecasts and projections prepared by it or on its behalf; |
| (b) | it shall retain the Subscription Receipt Agent or a substituted licensed trust company acceptable to the Lead Agents, acting reasonably, as subscription receipt agent in respect of the Subscription Receipts; |
| (c) | it shall use commercially reasonable efforts to enable its auditors, accountants, consultants and legal counsel to attend and participate in any due diligence teleconference or meeting, if so requested by the Agents; |
| (d) | it shall use commercially reasonable efforts to: (i) take all actions reasonably necessary or required to complete the Acquisition as soon as practicable and, in any event, by the Release Deadline, (ii) take all actions as are necessary to allow the Company, on behalf of POCML7, to obtain the TSXV Approval, (iii) obtain, as soon as practicable after the completion of the Acquisition, final approval to list and post for trading on the TSXV, the Resulting Issuer Shares (including, for certainty, the Resulting Issuer Compensation Option Shares), and (iv) prepare and file all documents required by Securities Regulators in connection with the issuance and sale of the Subscription Receipts by the Company and the issuance of the Verdera Shares and post-Consolidation POCML7 Shares, as applicable, upon the conversion of the Subscription Receipts so as to permit and enable such securities to be lawfully distributed on a prospectus exempt basis in the Selling Jurisdictions in accordance with this Agreement and the Subscription Agreements; |
| (e) | it shall duly, punctually and faithfully execute and deliver, and perform all of its obligations to be performed by it under, each Offering Document to which it is a party (subject to the Company’s right to accept or reject a subscription, in whole or in part), and comply with and satisfy all terms, conditions and covenants therein contained to be complied with or satisfied by it; |
| (f) | it shall use its commercially reasonable efforts to fulfill, at or before the Closing Date, each of the conditions set out in Section 8 that are within its control; |
| (g) | it will deliver to the Agents copies of all material correspondence and other written communications between it and the Securities Regulators, including the TSXV, relating to the Offering and the Acquisition and will generally keep the Agents apprised of the progress and status of, including all favourable and adverse developments relating to, the foregoing; |
| (h) | it shall not, nor shall it permit any of its respective representatives to, directly or indirectly (except through the Lead Agents), solicit any offer from any party to effect the Offering, or sell or purchase securities of the Company or POCML7, except with respect to the President’s List Purchasers, solely to the extent permitted by the Lead Agents, and it shall direct all inquiries from Persons expressing an interest in participating in the Offering to the Lead Agents; |
| (i) | it shall ensure: |
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| (i) | in the case of the Company: (A) that the Verdera Subscription Receipts are duly and validly created, authorized and issued on payment of the Issue Price therefor, and have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Receipt Agreement, (B) that the SR Compensation Options are issued, and 50% of the Agents’ Commission and the Agents’ Expenses are paid, to the Agents on the Closing Date, (C) that a sufficient number of Verdera Shares are reserved and available for issuance upon the full conversion of the Subscription Receipts, and (D) that the Verdera Shares, upon issuance, are validly issued as fully paid and non-assessable and have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Receipt Agreement, and |
| (ii) | in the case of POCML7, subject to the completion of the Acquisition, that: (A) that the POCML7 Subscription Receipts are duly and validly created, authorized and issued on payment of the Issue Price therefor, and have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Receipt Agreement, (B) that a sufficient number of POCML7 Shares are reserved and available for issuance upon the full conversion of the Subscription Receipts, (C) the POCML7 Shares and the Resulting Issuer Shares are validly issued as fully paid and non-assessable, and have the attributes corresponding in all material respects to the descriptions thereof set forth in this Agreement and the Subscription Receipt Agreement, (D) that the POCML7 Shares, upon issuance, are validly issued as fully paid and non-assessable and have attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Receipt Agreement, and (E) that a sufficient number of Resulting Issuer Compensation Option Shares are reserved and available for issuance upon the exercise of the Resulting Issuer Compensation Options and that such Resulting Issuer Compensation Option Shares, when issued, are validly issued as fully paid and non-assessable; |
| (j) | on satisfaction of the Escrow Release Conditions, it shall execute and deliver the Release Notice (in the form appended to the Subscription Receipt Agreement) to direct payment of the remaining 50% of the Agents’ Commission and the balance of the Agents’ Expenses to or as directed by the Lead Agents from the Escrowed Funds in accordance with the Subscription Receipt Agreement; |
| (k) | subject to completion of the Acquisition, it shall cause the Resulting Issuer to: (i) use the net proceeds of the Offering to fund the Acquisition, for exploration and development of the Properties and general corporate and working capital purposes, and (ii) use commercially reasonable efforts to maintain its status as a reporting issuer in Ontario, British Columbia and Alberta for not less than five years following the Escrow Release Date; |
| (l) | it shall promptly provide to the Lead Agents, from time to time, for review, comment and approval by the Lead Agents and their legal counsel before filing or issuance: (i) all of its financial statements, (ii) any press release or other public announcement, (iii) any material document to be filed with any Securities Regulator or the TSXV, and (iv) any document to be sent to the shareholders of POCML7, and incorporate any reasonable comments provided by the Lead Agents into any such document, and ensure all of such documents are prepared in compliance with all applicable Laws; |
| (m) | it shall not issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, or announce an intention to issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing, without the prior written consent of the Lead Agents (such consent not to be unreasonably withheld, delayed or conditioned), any Verdera Shares, POCML7 Shares or Resulting Issuer Shares, or any securities convertible or exercisable into, or exchangeable for, any of the foregoing, as the case may be, for a period commencing on the date of this Agreement and ending 180 days following the date of the Final Bulletin, except: (i) in connection with the Offering, the Acquisition or the Non-Brokered Offering, (ii) in connection with any grant or exercise of stock options or similar issuances pursuant to its respective stock option plan or other share compensation arrangements, (iii) pursuant to the exercise of warrants or other convertible securities, (iv) as full or partial consideration for pre-existing transactions relating to property payments and corporate acquisitions, or (v) and under director or employee stock options or bonuses granted subsequently in accordance with regulatory approval (any of the foregoing, a “Permitted Issuance”); |
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| (n) | the filing of the Disclosure Document on SEDAR+ shall constitute a representation and warranty by it that, as of the time the Disclosure Document is filed, it contains no misrepresentation, and that no material fact or information has been omitted from the Disclosure Document which is necessary to make the statements or information contained therein in respect of it, and with respect to the Resulting Issuer, not misleading in light of the circumstances under which they were made; |
| (o) | it shall cause each of the anticipated officers and directors of the Resulting Issuer to execute and deliver to the Lead Agents a lock-up agreement (collectively, the “Lock-Up Agreements”), having such terms and conditions as are satisfactory to the Lead Agents, in which they will covenant and agree that they will not, subject to certain exceptions as set out in the Lock-Up Agreements, for a period commencing on the date hereof and ending 180 days following the date of the Final Bulletin, directly or indirectly, offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise (or agree to or publicly announce any intention to do any of the foregoing), any Verdera Shares, POCML7 Shares or Resulting Issuer Shares, or any securities convertible into or exchangeable for or exercisable to acquire any Verdera Shares, POCML7 Shares or Resulting Issuer Shares, as the case may be, held by them, directly or indirectly; |
| (p) | it shall use commercially reasonable efforts to obtain all consents, including approvals, permits, authorizations or filings, as may be required under the Securities Laws or otherwise necessary for the execution and delivery of, and the performance by, it of its obligations under each Offering Document to which it is a party; |
| (q) | it shall forthwith notify the Agents of any breach of any covenant of any Verdera Material Agreement or POCML7 Material Agreement, as the case may be, by any party thereto, or upon it becoming aware that any representation or warranty of any party contained in any Verdera Material Agreement or POCML7 Material Agreement, as the case may be, is or has become untrue or inaccurate in any material respect; |
| (r) | it shall not do any such act or thing that would render any of its representations or warranties in this Agreement, or in any other Offering Document to which it is a party, untrue or incorrect; |
| (s) | it shall keep the Agents fully informed of all material business, governance and financial developments affecting it and its business, affairs, financial position, results of operations and markets (including, in the case of the Company, with respect to the Verdera Subsidiaries and the Properties), and it shall, upon becoming aware of same: |
| (i) | promptly notify the Agents, in writing, of: (A) any actual, anticipated or contemplated material change (actual, anticipated or threatened, financial or otherwise), or any material information or event, with respect to the Offering, the Acquisition or any of its business, affairs, operations, assets, prospects, liabilities (contingent or otherwise), securities or capital (or that of any of its subsidiaries or affiliates), as the case may be, or on the market price or value of any of its securities, or with respect to any other information provided to the Agents concerning the Company, POCML7, the Properties or the Acquisition, (B) any notice received from any judicial or regulatory authority, or any stock exchange, including the TSXV, requesting any information, meeting or hearing relating to the Company, POCML7, the Properties and the Acquisition, and (C) any other event or state of affairs that may legally require the making of any amendment, supplement or revision to any Offering Document or materials used in connection with the Offering, and unless so advised, the Agents will be entitled to assume that there has been no material change in such information and will be entitled to rely thereon, |
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| (ii) | promptly thereafter, and in any event, within any applicable time limitation, comply with all applicable filing and other requirements under applicable Securities Laws as a result of such change, including filing all applicable disclosure documents (in form and substance satisfactory to the Lead Agents) on SEDAR+, |
| (iii) | in good faith discuss with the Lead Agents any fact or change in circumstances (actual, anticipated, contemplated or threatened, and financial or otherwise) which is of such a nature that there is reasonable doubt as to whether notice in writing need be given to the Lead Agents pursuant to this Section 3(s) and, unless advised otherwise in writing by the Company or POCML7, as the case may be, the Agents will be entitled to assume that there has been no material change in any information provided by the Company or POCML7, and will be entitled to rely thereon, and |
| (iv) | if there occurs any material change or event, actual, anticipated or contemplated, or it discovers any fact or information which may be material or require the making of any amendment, supplement or revision to any offering materials used in connection with the Offering (in any case, an “Amendment”), it will: (A) notify the Lead Agents in writing of the full particulars thereof, and (B) with the Lead Agent’s input and prior approval (not to be unreasonably withheld or delayed), prepare, file and distribute such Amendment in the manner permitted or required pursuant to all applicable securities laws or pursuant to any order obtained by it from any relevant authorities and/or courts in that regard; and |
| (t) | in the event of a Termination Event, it shall be liable for and will remit the Shortfall Amount, if any, to the Subscription Receipt Agent forthwith following the Termination Notice (as defined in the Subscription Receipt Agreement), and in all respects in accordance with the terms of the Subscription Receipt Agreement. |
4. Representations and Warranties of POCML7
POCML7 represents and warrants to the Agents and the Purchasers and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that:
| (a) | POCML7 is a company incorporated or otherwise formed under the OBCA and Subco is a company incorporated or otherwise formed under the BCBCA, and each of POCML7 and Subco is a valid and existing company, and, with respect to the filing of annual reports, is currently in good standing, and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets, and it is duly and appropriately registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets, and is in good standing in each jurisdiction where it carries on business or owns, leases or operates its property or assets; |
| (b) | neither POCML7 nor Subco is subject to any regulatory decision or order prohibiting or restricting trading in its respective securities; |
| (c) | no proceedings have been taken or authorized by POCML7 or Subco in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of POCML7 or Subco; |
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| (d) | POCML7 is a reporting issuer in the provinces of Ontario, British Columbia and Alberta and is in compliance with its timely and continuous disclosure obligations under the Securities Laws of the provinces of Ontario, British Columbia and Alberta and the Laws of Canada applicable therein. POCML7 is not included on any list of defaulting reporting issuers (or equivalent) maintained by any of the securities commissions or similar regulatory authorities in any of the Selling Jurisdictions; |
| (e) | POCML7 is a “capital pool company” (as defined in the CPC Policy) listed on the TSXV and is in compliance with the CPC Policy. Except for the halt in the trading of POCML7 Shares issued on November 3, 2025 in connection with the announcement of the Acquisition, there is no order preventing, ceasing or suspending trading in any securities of POCML7 that is currently outstanding, nor, to the knowledge of POCML7, have any proceedings for any of such purposes been instituted or are pending, contemplated or threatened; |
| (f) | Subco is not a reporting issuer or equivalent in any jurisdiction and is in compliance with, and has not contravened, any applicable Laws of any jurisdiction, including in relation to the issuing of Subco Shares or other securities of Subco; |
| (g) | the authorized capital of POCML7 consists of an unlimited number of POCML7 Shares and an unlimited number of special shares, of which 11,084,625 POCML7 Shares and nil special shares are issued and outstanding, and 1,100,000 stock options of POCML7 are outstanding as of the date hereof. The authorized capital of Subco consists of an unlimited number of common shares, of which one common share of Subco is issued and outstanding as of the date hereof. There are no rights, privileges or agreements requiring POCML7 or Subco to repurchase, redeem, retract or otherwise acquire, whether directly or indirectly, any POCML7 Shares or other securities of POCML7 or Subco, and other than disclosed in this Section 4(g) there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating POCML7 or Subco to issue or sell any POCML7 Shares, Subco securities, or securities or obligations of any kind convertible into, or exercisable or exchangeable for, any POCML7 Shares or Subco securities. All outstanding POCML7 Shares and Subco securities have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. There are no outstanding contractual obligations of POCML7 to repurchase, redeem or otherwise acquire any outstanding POCML7 Shares or with respect to the voting or disposition of any outstanding POCML7 Shares. The information contained in the Public Record with respect to POCML7’s authorized and issued share capital will remain accurate and complete as at the Acquisition Closing, unless otherwise agreed by the Lead Agents and the Company, subject only to any Permitted Issuance; |
| (h) | POCML7 has all requisite corporate power and capacity, and has taken all necessary corporate action, to authorize it to execute and deliver this Agreement and each other POCML7 Material Agreement, and to perform all of its obligations under each POCML7 Material Agreement. No other corporate proceedings on the part of POCML7 or Subco are necessary to authorize this Agreement or the completion by POCML7 and Subco of the Acquisition, except as have already been received, other than filing of the amalgamation application with respect to the Amalgamation; |
| (i) | this Agreement and each other POCML7 Material Agreement, has been, or will be when executed, duly executed and delivered by POCML7, and does or will constitute a legal, valid and binding obligation of POCML7, enforceable against POCML7 in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar Laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court. Each POCML7 Material Agreement is in full force and effect without amendment, and there are no waivers, consents, notices or approvals required to complete any of the transactions contemplated under any POCML7 Material Agreement from any other party to any such POCML7 Material Agreement. Other than as disclosed in the Public Record, neither POCML7 nor Subco is party to any contract, written or oral; |
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| (j) | POCML7 is the registered and beneficial owner of all of the issued and outstanding securities of Subco, has no subsidiaries other than Subco, and does not hold any shares or securities of, or any other interest in, any other Person. Since incorporation, POCML7 has carried on no active business and its primary operation has been the identification and evaluation of a Qualifying Transaction; |
| (k) | Subco was formed solely for the purposes of effecting the Amalgamation, has no subsidiaries, and has never held any properties or assets or conducted any business activities; |
| (l) | none of (i) the offering, issuance, sale and delivery of the POCML7 Subscription Receipts, (ii) the execution and delivery by POCML7 of this Agreement or any other POCML7 Material Agreement, its performance of its obligations hereunder or thereunder, the completion of the Offering, nor the completion of the Acquisition, does or could reasonably be expected to result in the violation, contravention or breach of, or constitute a default under, or conflict with: (i) any provision of its constating documents, (ii) any resolutions of its shareholders or directors, (iii) any statute, rule or regulation applicable to it or its property, (iv) any applicable Law or rule or policy of the TSXV, (v) any order, decree or judgment of a court or regulatory authority or body having jurisdiction over it or its property, (vi) any mortgage, indenture, agreement or other commitment to which it is a party or to which it or its property is bound, (vii) any agreement to which it is bound or is subject to or of which it is the beneficiary, or (viii) any agreement which would permit any party to that agreement to terminate such agreement or accelerate the maturity of any indebtedness of POCML7, or that would result in the creation or imposition of any Encumbrance on any of its securities or assets; |
| (m) | POCML7 has taken, or will by the Closing Date have taken, all necessary corporate action to authorize and approve the issuance of the POCML7 Subscription Receipts, and, upon the due conversion of the POCML7 Subscription Receipts in accordance with the Subscription Receipt Agreement, the issuance of the post-Consolidation POCML7 Shares (without payment by the holders of the POCML7 Subscription Receipts or the POCML7 Shares of any additional consideration therefor); |
| (n) | POCML7 has taken, or will by the Closing Date have taken, all such necessary steps to comply with Securities Laws such that (i) the issuance of the POCML7 Subscription Receipts to the Purchasers, and (ii) the issuance of the post-Consolidation POCML7 Shares underlying the POCML7 Subscription Receipts, and the Resulting Issuer Compensation Options underlying the SR Compensation Options will be exempt from the registration and prospectus requirements of the Securities Laws, subject to the filing of all necessary reports, certificates or undertakings and fees required to be filed and paid under the Securities Laws; |
| (o) | the attributes of the POCML7 Subscription Receipts and the POCML7 Shares conform in all material respects with the description thereof in the Subscription Receipt Agreement and this Agreement; |
| (p) | POCML7 has taken, or will have taken by the Release Deadline, all such steps as may be necessary to comply with the Securities Laws such that the completion of the transactions contemplated by this Agreement, including the issuance of the Resulting Issuer Securities to the former holders of Verdera Securities, including the Agents, will be exempt from the registration and prospectus requirements of the Securities Laws, subject to the filing of all necessary reports, certificates or undertakings and fees required to be filed and paid under the Securities Laws; |
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| (q) | POCML7 is not a party to any agreement, nor is POCML7 aware of any agreement, which in any manner affects the ownership or voting control of any of the securities of POCML7; |
| (r) | there are no claims, actions, suits or proceedings (judicial, administrative or otherwise) commenced, pending or, to POCML7’s knowledge, threatened against it or Subco (contingent or otherwise), nor to POCML7’s knowledge are any of the foregoing contemplated, nor to its knowledge is there any basis for any of the foregoing; |
| (s) | as of their respective dates, no information or materials filed by POCML7 with the Ontario Securities Commission, British Columbia Securities Commission and the Alberta Securities Commission (or equivalent other provincial securities regulator) since the date of its incorporation, all of which are available through the SEDAR+ website as of the date hereof (including all exhibits and schedules thereto and documents incorporated by reference therein), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and all complied in all material respects with all applicable Laws and TSXV requirements; |
| (t) | there is no material fact or material change in the affairs of POCML7 that has not been generally disclosed to the public; |
| (u) | TSX Trust Company has been duly appointed as the registrar and transfer agent of POCML7; |
| (v) | the minute books and corporate records of each of POCML7 and Subco are maintained substantially in accordance with all applicable Laws and are complete and accurate in all material respects; |
| (w) | the financial books and records and accounts of POCML7 (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) are stated in reasonable detail and accurately and fairly reflect, in all material respects, the transactions and acquisitions and dispositions of assets of POCML7, and (iii) accurately and fairly reflect, in all material respects, the basis for the financial statements of POCML7; |
| (x) | the POCML7 Financial Statements have been prepared in accordance with International Financial Reporting Standards, and present fairly, in all material respects, the financial position and liabilities (accrued, absolute, contingent or otherwise) of POCML7 as of the dates thereof. There has been no material adverse change in the financial position of POCML7 since September 30, 2024 and the business of POCML7 has been carried on in the usual and ordinary course consistent with past practice since such date; |
| (y) | POCML7 has filed all Tax returns, reports and other Tax filings, and has paid, deducted, withheld or collected and remitted on a timely basis all amounts to be paid, deducted, withheld or collected and remitted with respect to any Taxes, interest and penalties as required under all applicable Tax Laws. There are no assessments, reassessments, actions, suits or proceedings, in progress, pending, or, to the knowledge of POCML7, threatened, against POCML7, and no waivers have been granted by POCML7 in connection with any Taxes, interest or penalties; |
| (z) | there has not been any occurrence, circumstances, loss, development or other event of any kind which, to the knowledge of POCML7, with the passage of time might reasonably be expected to have a Material Adverse Effect on the business or operations of POCML7 or Subco; |
| (aa) | except to the extent reflected or reserved in the POCML7 Financial Statements and incurred in the ordinary course of POCML7’s business or for the purposes of completing the Offering or the Acquisition, POCML7 does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise), and is not party to or bound by any agreement of guarantee or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person; |
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| (bb) | Subco does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise), and is not party to or bound by any agreement of guarantee or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person; |
| (cc) | neither POCML7 nor Subco owns any property or assets, other than cash or cash equivalents, nor leases any property or premises, and neither POCML7 nor Subco is required to make any payments in connection with its respective use or occupation of any property or premises; |
| (dd) | each of POCML7 and Subco is in all material respects in compliance with, and has not contravened, any applicable Laws of any jurisdiction, in all material respects; |
| (ee) | to the knowledge of POCML7, all personal information in the possession of POCML7 has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which POCML7 operates. POCML7 has disclosed to the Agents all material: contracts, agreements, commitments or arrangements, to which it is party, or to which it is otherwise subject, concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other material: contracts, agreements, commitments or arrangements, to which it is party or to which it is otherwise subject, which, on completion of the Acquisition, would restrict or interfere with the use of any personal information by Verdera in the operation of its business as conducted before the Closing Time. There are no claims, actions, suits or proceedings (judicial, administrative or otherwise) pending or threatened, with respect to POCML7’s collection, use or disclosure of personal information; |
| (ff) | POCML7 is not a party to any other agreement, letter of intent, or understanding with respect to a going public, reverse takeover, Qualifying Transaction, or similar transaction, other than in respect of the Offering or Acquisition; |
| (gg) | there are no actions, suits, proceedings, inquiries or investigations existing, or to the best of POCML7’s knowledge, pending or threatened against or adversely affecting POCML7 or Subco, or to which any of their respective property or assets is subject, and neither POCML7 nor Subco is subject to any judgment, order, writ, injunction, decree, award, rule, policy or regulation of any governmental authority, which, either separately or in the aggregate, may result in a Material Adverse Effect on the condition (financial or otherwise), property, assets, operations or business of POCML7 and Subco, on a consolidated basis, or the ability of POCML7 to perform its obligations pursuant to this Agreement; |
| (hh) | POCML7 has taken, or by the Escrow Release Date will have taken, all necessary corporate action to authorize, approve and effect: (i) the exchange of the Verdera Shares for an equal number of Resulting Issuer Shares, (ii) the exchange of the SR Compensation Options for an equal number of Resulting Issuer Compensation Options, and (iii) the delivery of certificates, direct registration system advices, or other evidence of issuance as is acceptable to the Agents, representing such Resulting Issuer Shares or Resulting Issuer Compensation Options, as the case may be. Upon such issuance and delivery, the Resulting Issuer Shares will be validly issued as fully paid and non-assessable shares in the capital of the Resulting Issuer, and the Resulting Issuer Compensation Options will be valid obligations of the Resulting Issuer, enforceable against the Resulting Issuer in accordance with their terms. Upon any due exercise and payment in full of the applicable exercise price in accordance with the terms of the Resulting Issuer Compensation Options, the underlying Resulting Issuer Compensation Option Shares will, when issued, be validly issued as fully paid and non-assessable shares in the capital of the Resulting Issuer; |
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| (ii) | POCML7 shall use commercially reasonable efforts to obtain the necessary approvals to list the Resulting Issuer Shares (including, for certainty, the Resulting Issuer Compensation Option Shares) on the TSXV, which Listing shall be conditionally approved prior to the completion of the Acquisition, and to obtain, as soon as practicable after the completion of the Acquisition, final approval to list and post for trading on the TSXV, the Resulting Issuer Shares (including, for certainty, the Resulting Issuer Compensation Option Shares); |
| (jj) | POCML7 maintains processes that ensure that any officers of POCML7 that make representations in certificates that are included in the Public Record pursuant to National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian Securities Administrators are provided with sufficient knowledge to support the representations in such certificates; |
| (kk) | none of POCML7, Subco nor any director, officer, or, to the knowledge of POCML7, agent, employee or other Person acting on behalf of POCML7, has in the course of its actions for or on behalf of POCML7 or Subco: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee; |
| (ll) | the operations of POCML7 are and have been conducted at all times in compliance with all applicable financial record-keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), as may be amended from time to time, and all other applicable anti-money laundering and anti-terrorist Laws (collectively, the “AML Laws”), and no action, suit or proceeding by or before any Governmental Entity involving POCML7 with respect to any AML Laws is pending or, to the knowledge of POCML7, threatened; |
| (mm) | the information and statements set forth in the Public Record were, as of the date thereof, in compliance in all material respects with the Securities Laws and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect. There is no material fact or material adverse change known to POCML7 which POCML7 has not publicly disclosed and which materially adversely affects, or so far as POCML7 can now reasonably foresee, will materially adversely affect, the assets, liabilities (contingent or otherwise), affairs, business, prospects, operations or condition (financial or otherwise) of POCML7 or Subco, on a consolidated basis, or the ability of POCML7 to perform its obligations under this Agreement or the Subscription Agreements. POCML7 is in material compliance with applicable Securities Laws and has not filed any confidential material change reports with any securities regulatory authority that is still maintained on a confidential basis. To the knowledge of POCML7, there are no circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous secondary market liability disclosure provisions under applicable Securities Laws; |
| (nn) | with respect to forward-looking information contained in the Public Record: |
| (i) | POCML7 had a reasonable basis for the forward-looking information at the time the disclosure was made, subject to any qualifications contained therein; |
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| (ii) | all material forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information and identifies material risk factors that could cause actual results to differ materially from the forward-looking information (including by incorporation by reference), and states the material factors or assumptions used to develop forward-looking information; and |
| (iii) | POCML7 has updated such forward-looking information to the extent required by and in compliance, in all material respects, with applicable Securities Laws; |
| (oo) | other than the Agents, there is no Person acting or purporting to act at the request or on behalf of POCML7 that is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agency Agreement or any other POCML7 Material Agreement and there is no Person who is entitled to any such fees through a right of first refusal or otherwise; and |
| (pp) | the representations, warranties or statements of fact made in this Section 4 do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such warranty or representation not misleading to the Agents in seeking full information as to each of POCML7 and Subco and their assets, liabilities and business. |
5. Representations and Warranties of Verdera
Verdera represents and warrants to the Agents and the Purchasers and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that:
| (a) | Verdera is a valid and existing company, and, with respect to the filing of annual reports, is currently in good standing, and has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its property and assets, and it is duly and appropriately registered, licensed and otherwise qualified to carry on its business and to own, lease and operate its property and assets, and is in good standing in each jurisdiction where it carries on business or owns, leases or operates its property or assets; |
| (b) | each of the Verdera Subsidiaries has been duly incorporated and organized and is validly existing and in good standing under laws of the Province of British Columbia and the State of Texas, as applicable; and each has all requisite corporate power and capacity, and all necessary licenses, leases, permits, authorizations and other approvals to carry on its business as now conducted and as proposed to be conducted and to own or lease, and operate, its properties and assets; |
| (c) | no proceedings have been taken or authorized by Verdera or either of the Verdera Subsidiaries in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of Verdera or the Verdera Subsidiaries, as applicable; |
| (d) | Verdera is not a reporting issuer or equivalent in any jurisdiction, and is in compliance in all material respects with, and has not contravened in any material respect, any applicable Securities Laws of any jurisdiction, including in relation to the issuing of its shares or other securities; |
| (e) | Verdera has no subsidiaries other than the Verdera Subsidiaries whether through direct or indirect holdings of securities. Neither Verdera nor the Verdera Subsidiaries own, or have any agreements of any nature to acquire, directly or indirectly, any securities, or other equity or proprietary interest in, any Person and neither Verdera nor the Verdera Subsidiaries have any agreements to acquire or lease any other business operations; |
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| (f) | no order preventing, ceasing or suspending trading in any securities of Verdera, or prohibiting the issue and sale of securities by Verdera, has been issued and, to the knowledge of Verdera, no proceedings for either of such purposes have been instituted or, are pending, contemplated or threatened; |
| (g) | the authorized and issued share capital of Verdera consists of an unlimited number of common shares and an unlimited number of preferred shares, of which 31,828,001 common shares and 50,000,000 preferred shares are issued and outstanding as of the Closing Date; and (i) other than pursuant to certain contractual rights with enCore Energy Corp. in regards to the repurchase of the preferred shares in certain circumstances, there are no rights, privileges or agreements requiring it to repurchase, redeem, retract or otherwise acquire, whether directly or indirectly, any of Verdera Shares or other securities; and (ii) other than (a) 4,680,000 stock options of Verdera issued pursuant to the Verdera stock option plan, (b) 250,000 common shares issuable pursuant to an advisory services agreement, and (c) up to 345,000 stock options issuable pursuant to an advisory services agreement, and (d) 100,000 stock options issuable pursuant to a data acquisition agreement, there are no options, warrants, rights, privileges or agreements requiring it to sell, or otherwise issue (by exercise, conversion, exchange or otherwise), whether directly or indirectly, any of its unissued shares); |
| (h) | Verdera has all requisite corporate power and capacity, and has taken all necessary corporate action, to authorize it to execute and deliver this Agreement and perform its obligations hereunder. Subject to obtaining approval of the shareholders of Verdera for the Amalgamation, no other corporate proceedings on the part of Verdera are necessary to authorize this Agreement, any other Verdera Material Agreement, or the completion by Verdera of the Offering, the Acquisition, except as have already been received, other than filing of the amalgamation application and required filings in connection with the Offering; |
| (i) | this Agreement and each other Verdera Material Agreement has been duly authorized, executed and delivered by Verdera and if applicable, the Verdera Subsidiaries, and constitutes a legal, valid and binding obligation of Verdera and each Verdera Subsidiary, enforceable against it in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar Laws of general application affecting the enforceability of remedies and rights of creditors, and except that equitable remedies such as specific performance and injunction are in the discretion of a court; |
| (j) | Verdera is the legal and beneficial owner of all of the issued and outstanding shares of NM Energy Holding Canada Corp., and NM Energy Holding Canada Corp. is the legal and beneficial owner of all of the issued and outstanding shares of NM Energy Holding Corp. No person has any agreement or option or right or privilege (whether by law, pre-emptive or contractual) issued or capable of becoming an agreement for (i) the purchase, subscription or issuance of any unissued shares, securities or warrants of the Verdera Subsidiaries; or (ii) the repurchase by or on behalf of the Verdera Subsidiaries of any issued and outstanding securities of the Verdera Subsidiaries; |
| (k) | none of: (i) the offering, issuance, sale and delivery of the Verdera Subscription Receipts, (ii) grant of the SR Compensation Options, (iii) execution and delivery of this Agreement and each other Verdera Material Agreement by Verdera, (iv) performance by Verdera of its obligations under each Verdera Material Agreement, or (v) any other transactions contemplated under or in connection with the Acquisition, do or will, with the giving of notice, the lapse of time or both, result in the violation, contravention or breach of, constitute a default under, or conflict with: (A) any provision of its constating documents; (B) any resolutions of its shareholders or directors; (C) any statute, rule or regulation applicable to it or its property; (D) any applicable Law or rule or policy of the Exchange; (E) any order, decree or judgment of a court or regulatory authority or body having jurisdiction over it or its property; (F) any mortgage, indenture, agreement or other commitment to which it is a party or to which it or its property is bound; (G) any agreement to which it is bound or is subject to or of which it is the beneficiary; or (H) any agreement which would permit any party to that agreement to terminate such agreement or accelerate the maturity of any indebtedness of Verdera, or that would result in the creation or imposition of any Encumbrance of its securities or assets; |
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| (l) | Verdera has taken, or will by the Closing Date have taken, all necessary corporate action to authorize and approve the issuance of the Verdera Subscription Receipts, and, upon the due conversion of the Verdera Subscription Receipts in accordance with the Subscription Receipt Agreement, the issuance of the Verdera Shares (without payment by the holders of the Verdera Subscription Receipts or the Verdera Shares of any additional consideration therefor), and to approve the issuance and the delivery of certificates or holding statements representing, the SR Compensation Options; |
| (m) | Verdera has taken, or will by the Closing Date have taken, all such necessary steps to comply with Securities Laws such that (i) the issuance of the Verdera Subscription Receipts to the Purchasers, (ii) the issuance of the SR Compensation Options as directed by the Lead Agents, and (iii) the issuance of the Verdera Shares underlying the Verdera Subscription Receipts, and the Resulting Issuer Compensation Options underlying the SR Compensation Options will be exempt from the registration and prospectus requirements of the Securities Laws, subject to the filing of all necessary reports, certificates or undertakings and fees required to be filed and paid under the Securities Laws; |
| (n) | there has not occurred any Material Adverse Effect with respect to the Company, nor is there any change, fact or state of being that would reasonably be expected to have a Material Adverse Effect (actual or anticipated, financial or otherwise) on the business, affairs, operations, properties, Permits, assets, licenses, liabilities (contingent or otherwise), capital, results of operations or condition (financial or otherwise) of Verdera or, to the knowledge of Verdera, any of the Verdera Subsidiaries or Mineral Interests, or any other event that would reasonably be expected to adversely affect the ability of Verdera to perform any of its obligations under any Verdera Material Agreement, which has not been disclosed to the Agents; |
| (o) | no order preventing, ceasing or suspending trading in any securities of Verdera or prohibiting the issue and sale of securities by Verdera has been issued, and no proceedings for either of such purposes have been instituted or, to the knowledge of Verdera, are pending, contemplated or threatened; |
| (p) | the attributes of the Verdera Subscription Receipts and the Verdera Shares conform in all material respects with the description thereof in the Subscription Receipt Agreement and this Agreement; |
| (q) | upon the closing of the Offering in accordance with the terms of this Agreement, there is no Person other than Verdera that is or will be entitled to demand the proceeds of the Offering; |
| (r) | there are no, and on the Closing Date there will be no, shareholders’ agreements, pooling agreements, voting trusts or other similar agreements to which Verdera is a party with respect to the ownership or voting of any of the securities of Verdera; |
| (s) | there are no agreements, understandings or proposed transactions between Verdera and any of its officers, directors, employees or affiliates, other than consulting or services agreements entered into with the Chief Executive Officer and Chief Financial Officer of Verdera, including a company controlled by either of the foregoing; |
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| (t) | to the knowledge of Verdera, each other party to each Verdera Material Agreement is in compliance, in all material respects, with the terms of such Verdera Material Agreement; |
| (u) | there are no claims, actions, suits or proceedings (judicial, administrative or otherwise) commenced, pending or, to the knowledge of Verdera or the Verdera Subsidiaries, threatened against Verdera or any Verdera Subsidiary (contingent or otherwise), nor is any of the foregoing contemplated, nor to the knowledge of Verdera or the Verdera Subsidiaries, is there any basis therefore; |
| (v) | Verdera is not party to any material contract, written or oral, other than the Verdera Material Agreements. Each Verdera Material Agreement is in good standing, constitutes a valid and legally binding obligation of Verdera, is enforceable in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles), and is in full force and effect without amendment. There are no waivers, consents, notices or approvals required to complete the Acquisition or the Offering from any other Person; |
| (w) | the minute books and corporate records of Verdera and each Verdera Subsidiary are maintained in accordance with all applicable Laws in all material respects, and are complete and accurate in all material respects; |
| (x) | the financial books and records and accounts of Verdera in all material respects: (i) have been maintained in accordance with good business practices on a basis consistent with prior years, (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Verdera, and (iii) accurately and fairly reflect the basis for the Verdera Financial Statements; |
| (y) | the Verdera Financial Statements have been prepared in accordance with International Financial Reporting Standards, and present fairly, in all material respects, the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of Verdera as of the date thereof. There has been no material change in the financial position of Verdera since September 30, 2025 and the business of Verdera has been carried on in the usual and ordinary course consistent with past practice since September 30, 2025; |
| (z) | Verdera has filed all Tax returns, reports and other Tax filings, and has paid, deducted, withheld or collected and remitted on a timely basis all amounts to be paid, deducted, withheld or collected and remitted with respect to any Taxes, interest and penalties as required under all applicable Tax Laws. There are no assessments, reassessments, actions, suits or proceedings, in progress, pending or, to the knowledge of Verdera, threatened against Verdera, and no waivers have been granted by Verdera in connection with any Taxes, interest or penalties; |
| (aa) | except as disclosed in the Verdera Financial Statements, there has not been: (i) any occurrence or circumstances which, to the knowledge of Verdera, with the passage of time might reasonably be expected to have a Material Adverse Effect on the business or operations of Verdera or the Verdera Subsidiaries; or (ii) any loss or other event, development or condition of any character (whether or not covered by insurance) suffered by which, to the knowledge of Verdera, has had, or may reasonably be excepted to have, a Material Adverse Effect on the business or operations of Verdera or the Verdera Subsidiaries; |
| (bb) | except to the extent which will be reflected or reserved in the 2025 Audited Financial Statements, or incurred subsequent to September 30, 2025 and incurred in the ordinary course of Verdera’s business or for the purposes of completing the Transaction, neither Verdera nor any Verdera Subsidiary has any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise) and is not party to or bound by any agreement of guarantee or any other like commitment of the obligations, liabilities (contingent or otherwise) or indebtedness of any other Person; |
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| (cc) | since September 30, 2025, Verdera has carried on its business in the ordinary course and, in particular, has not directly or indirectly declared, set aside for payment or paid any dividend on or in respect of any Verdera Shares; |
| (dd) | the Technical Report complies, in all material respects, with the requirements of NI 43-101; |
| (ee) | all information requested by the authors of the Technical Report was made available to them, prior to the issuance of the Technical Report, for the purpose of preparing the Technical Report, and none of such information contained any misrepresentation at the time such information was so provided; |
| (ff) | the Company: (i) is in compliance in all material respects with the provisions of NI 43-101, (ii) has filed or will file all technical reports required thereby (including the Technical Report), and there has been no material change of which the Company is aware that would, to the knowledge of the Company, disaffirm or materially change any aspect of the Technical Report; |
| (gg) | no event or change has occurred that would require the Company or the Resulting Issuer to file an amended or updated technical report pursuant to NI 43-101 in connection with the Acquisition; |
| (hh) | the Technical Report sets forth a true, accurate and complete description of the Material Properties and the Mineral Interests comprising such Material Properties, in all material respects; |
| (ii) | the Data Room sets forth a full, accurate and complete list of all Mining Interests, each of which NM Energy Holding Corp. has good and marketable title to and legal and beneficial ownership of, free and clear of all liens. Each of the Mining Interests is a valid, binding and enforceable obligation of the parties thereto, as applicable, is in full force and effect according to its terms, and has not been released, cancelled or terminated. As at the date hereof, NM Energy Holding Corp. is in compliance in all material respects with respect to any leases comprising the Mining Interests and will have made all filings and paid all staking fees, initial claim filing fees, rentals, assessments payments and other fees necessary to maintain the Mining Interests in good standing as at the date hereof. The Mining Interests are sufficient for the purposes of investigating, prospecting, exploring (by geophysical and other methods), drilling and operating for Uranium; |
| (jj) | all mining claims or mineral property in which NM Energy Holding Corp. holds an interest or right, including in respect of the Mining Interests, have been validly granted, acquired, staked and located, as applicable, in accordance with all Laws and are valid and subsisting. The Mining Interests comply with all applicable Laws and are not subject to any nullity or voidance actions under any other applicable Laws, or to any material fault or error that may result in any such Mining Interests being determined to be void pursuant to applicable Laws, or that may result in the lapse of any such Mining Interests. The Mining Interests do not overlap with, and are not overlapped by, any third-party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area as the Properties, or which may have preference in such regard over the Mining Interests, and no Person other than the Verdera Subsidiaries, and Verdera, has any preferential right, option or interest in any of the Mining Interests, or any right, option or interest to explore, prospect or mine on the area of any of the Mining Interests, or any right to acquire any of the Mining Interests; |
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| (kk) | the Title Report sets forth a true, complete and accurate description of the ownership of NM Energy Holding Corp. in the Mining Interests comprising the Material Properties. No event or change has occurred that would cause the statements set forth in the Title Report to be untrue, inaccurate, or incomplete; |
| (ll) | Verdera and the Verdera Subsidiaries, as applicable, have valid and sufficient right and interest in and to, and the sole and exclusive right to deal with, the Mining Interests. None of such Mining Interests are subject to any material title defect or lien, and neither Verdera nor any Verdera Subsidiary is aware of any facts or circumstances which might limit, affect or prejudice any interest of the Verdera Subsidiaries in the Mining Interests; |
| (mm) | neither Verdera nor the Verdera Subsidiaries has received any compliance orders, citations or notices relating to non-compliance or alleged non-compliance of, or with respect to, the Mining Interests or the Properties and any and all operations of Verdera and each of the Verdera Subsidiaries on or in respect of its assets and the Material Properties have been conducted substantially in accordance with good industry practices in the jurisdiction of operation; |
| (nn) | there is no claim against or challenge to the interest of Verdera or the Verdera Subsidiaries in the Properties, as applicable, that would have, or could reasonably be expected to adversely affect Verdera, any Verdera Subsidiary, the Mining Interests or the Properties; |
| (oo) | all expenditure obligations and work commitments required to be completed to keep the Properties in good standing have been met; |
| (pp) | all required filings with Governmental Authorities relating to the Properties required to be made by the Verdera Subsidiaries, as applicable, have been made with the applicable Governmental Authorities; |
| (qq) | no Person, other than Verdera or the Verdera Subsidiaries, as applicable, has any right to any interest in the Properties, or any right to any royalty or any minerals in situ or produced from the Properties, whether such right is exercisable now or in the future or is contingent or otherwise, other than as described in the Data Room; |
| (rr) | no option, right of first refusal, net profit interest, off-take right, royalty right, streaming right, back-in right, farm-in right, earn-in right, pre-emptive right or other right of any nature has been granted or issued by Verdera, any Verdera Subsidiary, or any of their respective affiliates, in relation to any of the Properties or Mining Interests, as applicable, other than as described in the Data Room; |
| (ss) | all fees, rentals, royalties, rates, taxes, bonds and other payments in respect of the Mining Interests required to be paid by Verdera or the Verdera Subsidiaries, as applicable, have been fully paid or satisfied within the time required for payment; |
| (tt) | no Governmental Entity has taken or expropriated, or threatened to take or expropriate, all or any portion of the Properties or any Mining Interests, and no notice or proceeding in respect of any such expropriation has been given or commenced, nor, to the knowledge of Verdera or the Verdera Subsidiaries, is there any intent or proposal of any Governmental Entity or any other Person to give any such notice or commence any such proceeding; |
| (uu) | all activities and operations that have been carried out by or on behalf of Verdera or the Verdera Subsidiaries on the Properties have been carried out in compliance, in all material respects, with applicable Laws and directives of all Governmental Authorities, and neither Verdera nor any Verdera Subsidiary has received any notice of non–compliance from any such Governmental Authorities; |
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| (vv) | each Verdera Subsidiary has obtained or is in the process of obtaining all material Permits, including material Environmental Permits, necessary for the activities carried on by or on behalf of the Verdera Subsidiaries; |
| (ww) | no Verdera Subsidiary has used, except in compliance in all material respects with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance, and each Verdera Subsidiary is in compliance in all material respects with applicable Environmental Laws and Environmental Permits, including in respect of Hazardous Substances present on or used in connection with the Properties, as applicable; |
| (xx) | all environmental approvals required with respect to activities carried out by Verdera and the Verdera Subsidiaries on any of the Properties have been obtained, are valid and in full force and effect, and have been complied with, and there have been and there are no proceedings commenced or, to the knowledge of Verdera or the Verdera Subsidiaries, threatened, to revoke or amend any such environmental approval; |
| (yy) | neither Verdera nor any Verdera Subsidiary, nor any predecessor companies, has received any notice of, or been prosecuted for, any offence alleging material non-compliance with any Environmental Law, and neither Verdera, any Verdera Subsidiary nor any predecessor company has settled any allegation of material non-compliance short of prosecution. Neither Verdera nor any Verdera Subsidiary has received notice of any orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to the Mining Interests or any of the Properties; |
| (zz) | except as ordinarily or customarily required by applicable Permits, neither Verdera nor any Verdera Subsidiary has received any notice wherein it is alleged or stated that it is potentially responsible in a material amount for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws; |
| (aaa) | neither Verdera nor any Verdera Subsidiary has received any notice that any interest of the Verdera Subsidiaries to, in, under, or otherwise with respect to, all or any portion of the Properties or Mining Interests will be revoked, suspended or modified, or will not be renewed, and nor are any of them aware of any circumstance which may give rise to any such action; |
| (bbb) | there has been no claim made by any aboriginal or indigenous peoples, nor to the knowledge of Verdera or any Verdera Subsidiary is there any basis therefor, with respect to any right or interest in or to any of the Properties. No land entitlement claims have been asserted and no legal actions relating to indigenous issues have been instituted with respect to any of the Properties or Mining Interests, and no dispute with any aboriginal or indigenous people exists or, to the knowledge of Verdera or any Verdera Subsidiary, is threatened or imminent; |
| (ccc) | there are no complaints, issues, proceedings or discussions which are ongoing or anticipated which could have the effect of interfering with, delaying or impairing the ability of Verdera or the Verdera Subsidiaries to explore, develop, exploit or otherwise operate the Properties, and neither Verdera nor any Verdera Subsidiary anticipates that any issues or liabilities will, or could reasonably be expected to, arise in respect with any mining activity that has adversely affected, or could reasonably be expected to adversely affect, the ability of Verdera or either Verdera Subsidiary to explore, develop, exploit or otherwise operate all or any part of the Properties; |
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| (ddd) | neither Verdera, nor any director, officer or Verdera, nor, to the knowledge of Verdera, any Verdera Subsidiary or any officer, director, agent, employee or other Person acting on behalf of Verdera or any Verdera Subsidiary, has in the course of its actions for or on behalf of Verdera or any Verdera Subsidiary: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee; |
| (eee) | the operations of Verdera are and have been conducted at all times in compliance with all applicable financial record-keeping and reporting requirements of applicable AML Laws, and no action, suit or proceeding by or before any Governmental Entity involving Verdera or with respect to any AML Laws is pending or, to the knowledge of Verdera or, threatened; and |
| (fff) | other than the Agents and Selling Firms, there is no Person acting or purporting to act at the request or on behalf of Verdera that is entitled to any brokerage or finder’s fee in connection with the transactions contemplated by this Agency Agreement or any other Verdera Material Agreement, and there is no Person who is entitled to any such fees through a right of first refusal or otherwise. |
6. Representations, Warranties and Covenants of the Agents
Each Agent hereby severally, and not jointly and severally, represents, warrants and covenants to POCML7 and the Company, and acknowledge that POCML7 and the Company are relying upon such representations and warranties in connection with the completion of the Offering, that:
| (a) | it has been duly incorporated and organized under the laws of its jurisdiction of incorporation and has the requisite power, authority and capacity to carry on its business as now conducted; |
| (b) | it is, and, to its knowledge, each Selling Firm is, duly registered as an investment dealer or exempt market dealer pursuant to the provisions of applicable Securities Laws in those jurisdictions in Canada in which it is required to be so registered or licensed in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, the Agent will act only through Selling Firms who are so registered or licensed; |
| (c) | it has good and sufficient right, power and authority to enter into and performs its obligations under this Agreement and to complete the transactions contemplated by this Agreement and any other documents in connection with the Offering to which it is a party; |
| (d) | it will solicit, offer and sell the Subscription Receipts in compliance with all applicable Securities Laws in the Selling Jurisdictions. The Agent has not solicited and will not solicit offers to purchase or sell the Subscription Receipts so as to require the registration of or the filing of a prospectus by the Company with respect to the Subscription Receipts under the laws of any jurisdiction and has not solicited and will not solicit offers to purchase or sell the Subscription Receipts in any jurisdiction outside of the Selling Jurisdictions; |
| (e) | no material in respect of the Offering has been or will be distributed by the Agents other than the Term Sheet or any other publicly available or derived information; and |
| (f) | in respect of the offer and sale of the Subscription Receipts, it will comply (and will use its commercially reasonable efforts to require any Selling Firm to comply) with all applicable Securities Laws in Canada, the Securities Laws of any other Selling Jurisdictions and the terms of this Agreement, and it shall use its commercially reasonable efforts to ensure that any Selling Firm appointed pursuant to this Agreement complies with all of the covenants and obligations of the Agents hereunder. |
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For the avoidance of doubt, no Agent will be liable to the Company or POCML7 under this Section 6 with respect to a any default, act or omission of any other Agent under this Section 6 or otherwise under this Agreement.
7. Closing
The Offering shall be completed at the Closing Time virtually or at such other place as the Agents and the Company may agree upon. At the Closing Time:
| (a) | the Company and POCML7, as applicable, shall deliver to the Agents certificates representing, or other evidence of the electronic issuance of, the Subscription Receipts issued under the Offering, registered in accordance with the terms and conditions of the Subscription Agreements (or as the Agents may otherwise direct), completed and executed copies of which shall have been received by the Company at least 24 hours prior to the Closing Time; |
| (b) | the Agents and the Company shall deliver the Escrowed Funds to the Subscription Receipt Agent in lawful money of Canada by wire transfers; and |
| (c) | the Company shall issue and deliver certificates representing the SR Compensation Options to the Agents. |
Notwithstanding any contrary provision in this Agreement including any schedule hereto, no investigation or opportunity afforded the Agents or its advisors to conduct due diligence shall in any way affect, or limit liability for, any representation, warranty or covenant of the Company contained in this Agreement and the Agents will be deemed to have relied solely upon the representations, warranties and covenants contained in this Agreement, notwithstanding any contrary information that may have been provided or made available to the Agents or any of the Agents’ representatives or that the Agents discovered in the course of any such investigation either prior to or subsequent to the date of this Agreement.
8. Closing Conditions
In addition to the deliveries contemplated by Section 7, each Purchaser’s subscription to purchase Subscription Receipts and the Agents’ obligation to close the purchase of Subscription Receipts at the Closing Time shall also be conditional upon the satisfaction or waiver, at or before the Closing Time, of the following conditions:
| (a) | an executed Lock-Up Agreement from each anticipated executive officer and director of the Resulting Issuer; |
| (b) | the Company shall have made and/or obtained the necessary filings, approvals, consents and acceptances under Securities Laws required to be made or obtained by the Company prior to the Closing Time in connection with the Offering, on terms which are acceptable to the Agents, acting reasonably; |
| (c) | the Agents shall have received: |
| (i) | certificates dated the Closing Date, signed by appropriate officers of the Company addressed to the Agents and counsel to the Agents, with respect to (A) the constating documents of the Company; (B) all resolutions of the Company’s board of directors relating to this Agreement, the Offering Documents, the creation, issuance, grant, sale, reservation and allotment, as applicable, of the Purchased Securities and the SR Compensation Options, and the consummation of the respective transactions contemplated herein and therein; (C) the incumbency and specimen signatures of signing officers; and (D) such other matters as the Agents may reasonably request; |
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| (ii) | certificates dated the Closing Date, signed by appropriate officers of POCML7 addressed to the Agents and counsel to the Agents, with respect to (A) the constating documents of POCML7; (B) all resolutions of POCML7’s board of directors relating to this Agreement, the Offering Documents to which POCML7 is a party, the creation, issuance, grant, sale, reservation and allotment, as applicable, of the Purchased Securities, and the consummation of the respective transactions contemplated herein and therein; (B) the incumbency and specimen signatures of signing officers; and (C) such other matters as the Agents may reasonably request; |
| (iii) | favourable legal opinions addressed to the Purchasers and to the Agents and their counsel, in form and substance reasonably satisfactory to the Agents’ counsel, dated the Closing Date, as to the laws of Canada and of the Selling Jurisdictions in Canada in which Purchasers are resident at the Closing Time, provided that they may rely on opinions of local counsel of recognized standing in such jurisdictions, where they are not qualified to practice law, which counsel may rely as to factual matters only, on certificates of POCML7’s auditors, POCML7’s registrar and transfer agent, public officials and officers of POCML7, which opinion shall address such matters as the Agents may reasonably request; |
| (iv) | favourable legal opinions addressed to the Purchasers and to the Agents and their counsel, in form and substance reasonably satisfactory to the Agents’ counsel, dated the Closing Date, as to the laws of Canada and of the Selling Jurisdictions in Canada in which Purchasers are resident at the Closing Time, provided that counsel may rely on opinions of local counsel of recognized standing in such jurisdictions where they are not qualified to practice law, in which counsel may rely, as to factual matters only, on certificates of the auditors, the Company’s registrar and transfer agent, public officials and officers of the Company, which opinion shall address such matters as the Agents may reasonably request; |
| (v) | a certificate of the Chief Executive Officer of Verdera with respect to their being no material change to the Mining Interests comprising the Material Properties as reported in the Title Report; |
| (vi) | if any Subscription Receipts are sold in the United States or to, or for the account or benefit of a U.S. Person or a Person in the United States, the Agents shall have received, at the Closing Time, an opinion from U.S. legal counsel to the Company, in form and substance reasonably satisfactory to the Agents, to the effect that registration under the U.S. Securities Act is not required in connection with the offer and sale of the Subscription Receipts, the conversion of the Subscription Receipts into Verdera Shares or POCML7 Shares, and the exchange of the Verdera Shares for Resulting Issuer Shares pursuant to the Amalgamation, provided such offers and sales are made in compliance with Schedule “A” to this Agreement and provided further that it is understood by the Agents that no opinion is expressed as to any subsequent resale of any Subscription Receipts, Verdera Shares, POCML7 Shares or Resulting Issuer Shares; |
| (vii) | a certificate from the Subscription Receipt Agent as to its appointment as the subscription receipt agent in respect of the Subscription Receipts; |
| (viii) | a certificate of good standing status (or the equivalent) with respect to each of POCML7, the Company and the Verdera Subsidiaries; and |
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| (ix) | such other certificates, opinions, agreements, materials or closing documents in form and substance reasonably satisfactory to the Agents as the Agents may reasonably request. |
| (d) | the Company’s and POCML7’s boards of directors shall have authorized and approved this Agreement, the Offering Documents and any other agreements pursuant to which the Purchased Securities are to be issued, the creation, offering, issuance, grant and sale, reservation and allotment of the Purchased Securities, the SR Compensation Options and the Resulting Issuer Compensation Options, and all matters relating to the foregoing; |
| (e) | the Subscription Agreements shall have been accepted, executed and delivered by the Company; |
| (f) | the Company shall have fulfilled, in all material respects to the satisfaction of the Agents, acting reasonably, all covenants set forth in Section 3 that are required to be satisfied by it on or prior to the Closing Time; and |
| (g) | POCML7 shall have fulfilled, in all material respects, to the satisfaction of the Agents, acting reasonably, all covenants set forth in Section 3 that are required to be satisfied by it on or prior to the Closing Time. |
9. Escrow Release Conditions
The Agents’ obligation to deliver the Release Notice shall be conditional upon receipt by the Agents on the Escrow Release Date of:
| (a) | a certificate signed by the Chief Executive Officer and the Chief Financial Officer of each of the Company and of POCML7 (or such other officers as may be acceptable to the Lead Agents), certifying to the Lead Agents and the and the Subscription Receipt Agent that Escrow Release Conditions (a) and (b) have been satisfied or waived in accordance with the provisions of the Subscription Receipt Agreement; |
| (b) | a certificate dated the Escrow Release Date, signed by the Chief Executive Officer of the Company and addressed to the Agents and counsel to the Agents, certifying for and on behalf of the Company (without personal liability), to the best of their knowledge, information and belief, after due inquiry, that: (i) the representations and warranties of the Company contained in this Agreement, the Subscription Receipt Agreement and in any certificates of the Company delivered pursuant to or in connection with this Agreement or the Subscription Receipt Agreement, are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality qualification, in all respects) as of the Escrow Release Date, as if such representations and warranties were made as at the Escrow Release Date, and (ii) the Company has complied in all material respects (except where already qualified by a materiality qualification, in which case the Company shall have complied in all respects) with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement and the Subscription Receipt Agreement on its part to be complied with and satisfied on or prior to the Escrow Release Date; |
| (c) | a certificate dated the Escrow Release Date, signed by appropriate officers of POCML7 and addressed to the Agents and counsel to the Agents, certifying for and on behalf of POCML7 (without personal liability), to the best of their knowledge, information and belief, after due inquiry, that: (i) the representations and warranties of POCML7 contained in this Agreement, the Subscription Receipt Agreement, and in any certificates of POCML7 delivered pursuant to or in connection with this Agreement or the Subscription Receipt Agreement, are true and correct in all material respects (or, in the case of any representation or warranty containing a materiality qualification, in all respects) as of the Escrow Release Date, as if such representations and warranties were made as at the Escrow Release Date, and (ii) POCML7 has complied in all material respects (except where already qualified by a materiality qualification, in which case POCML7 shall have complied in all respects) with all the covenants and satisfied in all material respects all the terms and conditions of this Agreement and the Subscription Receipt Agreement on its part to be complied with and satisfied on or prior to the Escrow Release Date; |
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| (d) | a certificate dated the Escrow Release Date, signed by appropriate officers of POCML7 addressed to the Agents and counsel to the Agents with respect to all resolutions of POCML7’s board of directors relating to the creation, issuance, grant, sale, reservation and allotment, as applicable, of the Resulting Issuer Shares issuable in exchange for the Verdera Shares in connection with the Acquisition Closing and the Resulting Issuer Compensation Options (and all Resulting Issuer Compensation Option Shares issuable on exercise thereof), the closing of the Transaction, and the consummation of the respective transactions contemplated in this Agreement and the Acquisition Agreement; |
| (e) | a favourable legal opinion addressed to the Purchasers and to the Agents and their counsel, in form and substance reasonably satisfactory to the Agents’ counsel, dated the Escrow Release Date, as to the laws of Canada and of the Selling Jurisdictions in Canada in which Purchasers are resident at the Closing Time, provided that they may rely on opinions of local counsel of recognized standing in such jurisdictions, where they are not qualified to practice law, which counsel may rely as to factual matters only, on certificates of POCML7’s auditors, POCML7’s registrar and transfer agent, public officials and officers of POCML7, which opinion shall address such matters as the Agents may reasonably request; and |
| (f) | such other certificates, opinions, agreements, materials or closing documents in form and substance reasonably satisfactory to the Agents as the Agents may reasonably request. |
10. Termination Events
In addition to any other remedy that may be available to the Agents, any Agent shall be entitled, at its option, to terminate and cancel, without any liability on the Agents’ part, the Agents’ obligations hereunder and the obligations of the Purchasers by written notice to that effect given to POCML7 and the Company if after the date hereof and at or prior to the final Closing Time:
| (a) | Regulatory Out. Any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is instituted, announced or threatened in relation to the Company or any one of the officers or directors of the Company where wrong-doing is alleged or any order is issued by any Governmental Authority, including, without limitation, the TSXV or securities commissions, involving the Company or otherwise in respect of POCML7 or the Company or any of their respective directors and officers (other than an inquiry, investigation, proceeding or order based upon the activities or alleged activities of the Agents); or there is any change of law, or the interpretation or administration thereof; or any order to cease trading (including communicating with Persons in order to obtain expressions of interest) in the securities of POCML7 or the Company is made by a Governmental Authority and that order is still in effect, which in the reasonable opinion of the Agent operates such that it may prevent or restrict the trading in the securities of POCML7 or the Company, including the POCML7 Shares or the distribution of the Subscription Receipts or which in the reasonable opinion of the Agent, acting in good faith, could be reasonably expected to have a material adverse effect on the market price or value of any of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Shares; or |
| (b) | Material Change Out. There shall be any material change in the affairs of the Company or POCML7 or change in a material fact, or there should be discovered any previously undisclosed material fact required to be disclosed which (other than facts relating solely to the Agents), which, in the reasonable opinion of the Agent (or any one of them), has or would be expected to have a significant adverse effect on the market price or value of any of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Shares; or |
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| (c) | Disaster Out. There should develop, occur or come into effect or existence any event, action, state, or condition or any action, law or regulation, inquiry, including, without limitation, accident, pandemic, any outbreak or escalation of war, hostilities or terrorism, natural disaster, public protest or major financial, political or economic occurrence of national or international consequence, or any action, government, law, regulation, inquiry or other occurrence of any nature, which, in the reasonable opinion of the Agents, or any one of them, seriously adversely affects or involves, or may seriously adversely affect or involve, , the financial markets or the business, operations or affairs of the Company, POCML7 or the Resulting Issuer or the marketability or value of any of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Shares; or |
| (d) | Due Diligence Out. The Agents, or any one of them, are not satisfied, in their sole discretion, with their due diligence review and investigations of the Company or POCML7; or |
| (e) | Market Out. The state of the financial markets in Canada or elsewhere where it is planned to market the Subscription Receipts is such that the Subscription Receipts cannot, in the sole opinion of the Agents (or any one of them), acting reasonably, be successfully marketed; or |
| (f) | Breach Out. The Company or POCML7 is in breach of any material term, condition or covenant of this Agreement, any Verdera Material Agreement or any POCML7 Material Agreement, as the case may be, or any of the representations and warranties made by the Company or POCML7 in this Agreement, any Verdera Material Agreement or any POCML7 Material Agreement, as the case may be, is false or becomes false; The occurrence or non-occurrence of any of the foregoing events or circumstances is to be determined in the discretion of the Agents, or any of them, acting reasonably. |
The Company agrees that all representations, warranties, covenants, terms and conditions of this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by POCML7 or the Company, that POCML7 and the Company will each use its commercially reasonable efforts to cause such conditions to be complied with, and any breach or failure by POCML7 or the Company to comply with any of such conditions shall entitle each of the Agents, at its option in accordance with Section 11, to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase the Subscription Receipts under the Offering) by notice to that effect given to POCML7 and the Company at or prior to the Closing Time. The Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Agents only if the same is in writing and signed by all of them.
11. Exercise of Termination Right
The rights of termination contained in Section 10 may be exercised by the Agents, or any of them, and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Company or POCML7 in respect of any of the matters contemplated by this Agreement or any other Offering Document. In the event of any such termination by the Agents, there shall be no further liability on the part of the Agents to POCML7 or the Company, or on the part of POCML7 or the Company to the Agents, except in respect of any liability which may have arisen or may arise after such termination in respect of any acts or omissions prior to such termination under this Section 11 or any of Sections 12, 13, 14, 15 or 16.
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12. Survival of Representations and Warranties
All terms, warranties, representations, covenants, indemnities and agreements herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Subscription Receipts and continue in full force and effect for the benefit of the Agents, the Purchasers, POCML7 and/or the Company, as the case may be, for (i) in respect of the warranties and representations, a period of two years from the Closing Date, and (ii) in respect of such other items (including the indemnities), indefinitely, and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the purchase and sale of the Subscription Receipts or otherwise. For avoidance of doubt, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agents by POCML7 and the Company, or the contribution obligations of the Agents or those of POCML7 and the Company, shall survive and continue in full force and effect, indefinitely, subject only to applicable limitation periods prescribed by law.
13. Indemnity
| (a) | In connection with the engagement (the “Engagement”) of the Agents, each of the Company and POCML7 agrees, jointly and severally, to indemnify and save harmless the Agents, their respective affiliates, and each of their, and their affiliates’, respective directors, officers, employees, trustees, agents, partners, managers and direct and indirect securityholders (collectively, the “Indemnified Parties” and each, an “Indemnified Party”), from and against any and all losses (other than loss of profits), claims (including shareholder actions, derivative or otherwise), actions, suits, payments, proceedings, damages, liabilities or expenses of whatever nature or kind, joint or several, including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, investigations or claims, and the reasonable fees, expenses and taxes of their counsel that may be incurred in advising with respect to and/or defending any actions, suits, proceedings, investigations or claims that may be made or threatened against any Indemnified Party or in enforcing this indemnity (collectively, the “Claims”), to which any Indemnified Party may become subject or otherwise involved in any capacity insofar as the Claims relate to, are caused by, result from, arise out of or are based upon, directly or indirectly, the Engagement, whether performed before or after the Indemnifying Party’s execution of this Agreement, as to reimburse such Indemnified Party forthwith, upon demand, for any legal and other expenses reasonably incurred by such Indemnified Party in connection with any Claim. |
| (b) | If any action, suit, proceeding or claim is brought against an Indemnified Party, or any Indemnified Party has received notice of the commencement of any investigation in respect of which indemnity may be sought against the Indemnifying Party, the Indemnified Party will give the Indemnifying Parties prompt written notice of such action, suit, proceeding, claim or investigation of which the Indemnified Party has knowledge and one or both of the Indemnifying Parties will undertake the investigation and defence thereof on behalf of the Indemnified Party, including the prompt employment of counsel acceptable to the Indemnified Parties affected, acting reasonably, and the payment of all expenses. The omission to so notify shall not relieve any Indemnifying Party of any liability hereunder, provided that any such delay or failure to give notice does not materially prejudice the defense of the Claim and does not result in any material increase in the liability which the Indemnifying Party would otherwise have under this indemnity. |
| (c) | No admission of liability and no settlement, compromise or termination of any action, suit, proceeding, claim or investigation shall be made without the consent of the Indemnifying Party and the consent of the Indemnified Parties affected, such consents not to be unreasonably withheld, delayed or conditioned. Notwithstanding that the Indemnifying Parties will undertake the investigation and defence of any Claim, any Indemnified Party will have the right to employ separate counsel with respect to any Claim and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Indemnified Parties, unless: |
| (i) | employment of such counsel has been authorized in writing by either Indemnifying Party; |
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| (ii) | neither Indemnifying Party has assumed the defence of the action within a reasonable period of time after receiving notice of the Claim; |
| (iii) | the named parties to any such action, suit, proceeding or claim include any Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have been advised by counsel to the Indemnified Party that there may be a conflict of interest between either or both of such Indemnifying Party and the Indemnified Party; or |
| (iv) | there are one or more defences available to the Indemnified Party which are different from or in addition to those available to either or both of the Indemnifying Parties, such that there may be a conflict of interest between either or both of the Indemnifying Parties and the Indemnified Party; in which case such fees and expenses of such counsel to the Indemnified Party will be for the account of the applicable Indemnifying Parties. The rights accorded to the Indemnified Parties hereunder shall be in addition to any rights an Indemnified Party may have at common law or otherwise. |
| (d) | Each Indemnifying Party also agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to any Indemnifying Party or any person asserting any Claim on behalf of or in right of any Indemnifying Party for or in connection with the Engagement, except to the extent any losses, expenses, claims, actions, damages or liabilities incurred by an Indemnifying Party are determined by a court of competent jurisdiction in a final judgment that has become non-appealable to have resulted primarily from the gross negligence, fraud or wilful misconduct of such Indemnified Party. No Indemnifying Party will, without the Indemnified Party’s prior written consent (such consent not to be unreasonably withheld, delayed or conditioned), settle, compromise, consent to the entry of any judgment in, or otherwise seek to terminate, any action, suit, proceeding, investigation or claim in respect of which indemnification may be sought hereunder (whether or not any Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Party from any liabilities arising out of such action, suit, proceeding, investigation or claim. |
| (e) | The foregoing indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that such losses, expenses, claims, actions, damages or liabilities to which an Indemnified Party may be subject were directly caused by the gross negligence, fraud or willful misconduct of such Indemnified Party. |
| (f) | Each Indemnifying Party agrees to waive any right such Indemnifying Party may have of first requiring an Indemnified Party to proceed against or enforce any right, power, remedy or security or claim payment from any other person before claiming under this indemnity. If for any reason the foregoing indemnity is unavailable (other than in accordance with the terms hereof) to any Indemnified Party or is insufficient to hold any Indemnified Party harmless, each Indemnifying Party shall contribute to the amount paid or payable to the Indemnified Party as a result of such Claim in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnifying Party or its shareholders on the one hand and the Indemnified Party on the other hand, but also the relative fault of each Indemnifying Party or any Indemnified Party as well as any relevant equitable considerations, provided that each Indemnifying Party shall, in any event, contribute to the amount paid or payable to any Indemnified Party as a result of such Claim any excess of such amount over the amount of the fees actually received by such Indemnified Party. Notwithstanding any other provision herein, the Agents shall not in any event be liable to contribute, in the aggregate, any amounts in excess of any fee actually received by the Agents and each Indemnifying Party shall jointly and severally be responsible for the balance, whether or not they have been sued. |
| (g) | Each Indemnifying Party hereby constitutes the Lead Agents as trustees for each of the other Indemnified Parties of the covenants of such Indemnifying Party under this indemnity with respect to such Indemnified Parties, and the Lead Agents agree to accept such trust and to hold and enforce such covenants on behalf of such Indemnified Parties. |
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| (h) | Each Indemnifying Party agrees that if any action, suit, proceeding or claim shall be brought against, or an investigation commenced in respect of, such Indemnifying Party, or such Indemnifying Party and any of the Agents or personnel of the Agents shall be required to testify, participate or respond in respect of or in connection with the Engagement, the Agents shall have the right to employ their own counsel in connection therewith and the Indemnifying Party will reimburse the Agents and any Indemnified Party monthly for the time spent by their respective personnel in connection therewith at their normal per diem rates, together with such disbursements and reasonable out-of-pocket expenses as may be incurred, including fees and disbursements of the Agents’ and any Indemnified Party’s counsel as contemplated above. |
| (i) | The obligations of each Indemnifying Party hereunder are in addition to any liabilities which such Indemnifying Party may otherwise have to any Agent or any other Indemnified Party. All obligations of the Indemnifying Parties hereunder are joint and several. Whenever the singular is used herein, the same includes the plural, and whenever the plural is used herein, the same includes the singular, where appropriate. The foregoing rights of indemnity shall be in addition to, and not in substitution of, any rights that any Indemnified Party may have at common law or otherwise. |
14. Contribution
| (a) | In order to provide for just and equitable contribution in circumstances in which the indemnity provided in Section 13 would otherwise be available in accordance with its terms but is, for any reason held to be illegal, unavailable to or unenforceable by the Indemnified Parties or enforceable otherwise than in accordance with its terms, the Agents, POCML7 and the Company shall, severally and not jointly and severally, contribute to the aggregate of all Claims of the nature contemplated in Section 13 and suffered or incurred by the Indemnified Parties in the following proportions: (i) the relative benefits received by the Agents, on the one hand and the relative benefits received jointly by the Company and POCML7, on the other hand; (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of POCML7 and the Company on the one hand and the Agents on the other hand; and (iii) relevant equitable considerations; provided that POCML7 and the Company shall in any event jointly and severally contribute to the amount paid or payable by the Indemnified Parties as a result of such Claim, any excess of such amount over the amount of the Agents’ Commission actually received by the Agents or any other Indemnified Party under this Agreement and further provided that the Agents shall not in any event be liable to contribute, in the aggregate, any amount in excess of the total Agents’ Commission or any portion thereof actually received by the Agents. However, no Party who has engaged in any fraud, gross negligence, illegal acts, or wilful misconduct shall be entitled to claim contribution from any Person who has not engaged in such fraud, gross negligence, illegal acts, or wilful misconduct. |
| (b) | The rights to contribution provided in this Section 14 shall be in addition to and not in derogation of any other right to contribution which the Indemnified Parties may have by statute or otherwise at law. |
| (c) | If an Indemnified Party has reason to believe that a Claim for contribution may arise, the Indemnified Party shall give the Company notice thereof in writing, but failure to so notify shall not relieve the Company of any obligation which it may have to the Indemnified Party under this Section 14. |
| (d) | With respect to this Section 14, the Company and POCML7 acknowledge and agree that the Agents are contracting on their own behalf and as agents for their respective directors, officers, employees, agents and any other Indemnified Party. |
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15. Expenses
The Company will pay all expenses and fees in connection with the Offering (including all applicable taxes), including, without limitation: (a) all expenses of or incidental to the creation, issue, sale or distribution of the Purchased Securities; (b) the fees and expenses of the Company’s legal counsel; (c) all costs incurred in connection with the preparation of documentation relating to the Offering; and (d) all reasonable documented out-of-pocket expenses incurred by the Agents in connection with the Offering, including (i) in connection with the completion of reasonable due diligence related to the Company, POCML7 and their respective businesses, (ii) the reasonable fees and disbursements of the Agents’ legal counsel (subject to a maximum of $100,000 for the Agents’ Canadian legal counsel, exclusive of applicable taxes and disbursements); and (c) all reasonable expenses related to any road shows (including reasonable travel expenses, hotel accommodations and meals) and the preparation of any marketing materials (such expenses, including the aggregate fees of the Agents’ legal counsel, being collectively, the “Agents’ Expenses”). All of the Agents’ Expenses shall be payable whether or not the Offering is completed or this Agreement is executed. If the Offering is completed, the Agents’ Expenses will be payable at the Closing Date and will be deducted from the gross proceeds of the Offering on such Closing Date, and any remaining Agents’ Expenses incurred on or after the initial Closing Date will be payable to the Agents upon the release of the Escrowed Funds. If the Offering is not completed, the Agents’ Expenses shall be payable by the Company immediately upon receiving an invoice therefor from any Lead Agent.
16. Publicity and Advertisements
Each of the Company and POCML7 agrees that it shall: (a) allow the Agents to review and approve, acting reasonably, all press releases regarding the Offering and the Acquisition, (b) if requested by the Lead Agents, include a reference to the Agents’ role in any press release or other public communication issued by it with respect to the Offering, (c) refrain from conducting any public communication in the form of any advertisement, including any television, radio, internet, social media or newspaper advertisements, prior to the last closing of the Offering, and (d) permit the Lead Agents, from and after the last Closing Date, to publish or place, at their own expense, such advertisements or announcements relating to the services provided by them in connection with the Offering in such newspaper, internet, social media or other public communications as they consider appropriate. In order to comply with applicable United States securities laws, appropriate legends concerning United States sales shall be included in any press release, substantially as follows:
| a) | “Not for distribution to United States news wire services or dissemination in the United States;” and |
| b) | “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 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 “U.S. Securities 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 U.S. Securities Act) unless registered under the U.S. Securities Act and any applicable state securities laws, or an exemption from such registration requirements is available.” |
17. Agents’ Authority
The Company shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by the Lead Agents and the Lead Agents shall represent the Agents and have authority to bind the Agents hereunder except in respect of a notice of termination pursuant to Section 9 or the exercise of the indemnity rights specified in Section 13 which shall require the action of the relevant Agent. Each of the Agents agrees that the Lead Agents have been authorized in such regard.
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18. Syndication
The sale of the Subscription Receipts in connection with the Offering shall be as to the following percentages:
| Name of Agent | Syndicate Position | |||
| Haywood Securities Inc. | 37.5 | % | ||
| SCP Resource Finance LP | 37.5 | % | ||
| Stifel Nicolaus Canada Inc. | 15.0 | % | ||
| Jett Capital Advisors, LLC | 10.0 | % | ||
| 100.0 | % | |||
19. Notices
Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:
| (a) | if to the Company, to: |
Verdera Energy Corp.
c/o 1200 – 750 West Pender St.
Vancouver BC V6C 2t8
Attention: Janet Lee-Sheriff, CEO
Email:
with a copy (for informational purposes only and not constituting notice) to:
Morton Law LLP
c/o 1200 – 750 West Pender St.
Vancouver BC V6C 2T8
Attention: Edward Mayerhofer
Email:
| (b) | if to POCML7, to: |
POCML 7 Inc.
130 King Street West, Suite 2210
Toronto, Ontario M5X 1E4
Attention: Dave D’Onofrio
Email:
with a copy (for informational purposes only and not constituting notice) to:
Irwin Lowy LLP
Suite 401, 217 Queen Street West
Toronto, Ontario M5V 0R2
Attention: Riccardo Forno
Email:
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| (c) | if to the Agents, to: |
Haywood Securities Inc.
700 – 200 Burrard Street
Vancouver, British Columbia V6C 3L6
Attention: Kevin Campbell
Email:
SCP Resource Finance LP
70 York Street, Suite 1200
Toronto, Ontario M5J 1S9
Attention: David Wargo
Email: ; and
with a copy (for informational purposes only and not constituting notice) to:
DuMoulin Black LLP
15th Floor, 1111 West Hastings Street
Vancouver, British Columbia
V6E 2J3
Attention: David Gunasekera
Email:
or to such other address as any of the parties may designate by notice given to the others. Each notice shall be personally delivered to the addressee or sent by means of electronic transmission to the addressee and: (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by means of electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is sent.
20. GENERAL
| (a) | Relationship Among the Company, POCML7 and the Agents. All steps which must or may be taken by the Agents in connection with the closing of the Offering may be taken by the Agents, on behalf of the Purchasers. The execution of this Agreement by the Company and POCML7 shall constitute the Company’s and POCML7’s authority and obligation for accepting notification of any such steps from, and for delivering the Subscription Receipts by way of electronic deposit or otherwise, to or to the order of, the Agents. In connection with the services described herein, the Agents shall act as independent contractors, and any duties of the Agents arising out of this Agreement shall be owed solely to the Company. |
The Company and POCML7 acknowledge that the Agents are securities firms engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services, which may involve services provided to other companies engaged in businesses similar or competitive to the business of the Company and POCML7. The Agents and certain of their affiliates: (i) act as traders of, and dealers in, securities both as principal and on behalf of clients and, as such, may have had, and may in the future have, long or short positions in the securities of the Company, POCML7 and the Resulting Issuer or related entities and, from time to time, may have executed or may execute transaction on behalf of such persons, (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Company, POCML7 and the Resulting Issuer, as applicable, (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offering or other securities of the Company, POCML7 and the Resulting Issuer or related entities, and (iv) nothing in this Agreement shall restrict its ability to conduct business in the ordinary course and in compliance with applicable laws.
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The Company and POCML7 acknowledge and agree that in connection with all aspects of the engagement contemplated hereby, and any communications in connection therewith, the Company and POCML7, on the one hand, and each of the Agents and any of their respective affiliates through which the Agents may be acting, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents or such affiliates, and each party hereto agrees that no such duty will be deemed to have arisen in connection with any such transactions or communications. Information held elsewhere within the Agents, but of which none of the individuals in the investment banking department or division of the Agents involved in providing the services contemplated by this Agreement actually has knowledge (or without breach of internal procedures can properly obtain) will not for any purpose be taken into account in determining any of the responsibilities of the Agents to the Company or POCML7 under this Agreement.
| (b) | Use of the Agents’ Advice. Each of the Company and POCML7 acknowledges and agrees that all written and oral opinions, advice, analysis and materials provided by the Agents in connection with this Agreement and their engagement hereunder, or any other Offering Document, are intended solely for the Company’s benefit and internal use only in considering the Offering, and the Company and POCML7 covenant and agree that no such opinion, advice, analysis or material, including any background or supporting materials and analysis will (except as required by applicable law) be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the Lead Agents’ prior written consent in each specific instance. Any advice or opinions given by the Agents hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualifications and reservations as they, in their sole judgment, deem necessary or prudent in the circumstances. The Lead Agents, on behalf of the Agents, expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of, or reference to any oral or written opinions or advice or materials provided by, any Agents or any unauthorized reference to the Agents or their engagement under this Agreement. |
| (c) | Time of the Essence. Time shall, in all respects, be of the essence hereof. |
| (d) | Currency. Unless otherwise noted, all references herein to dollar amounts are to lawful money of Canada. |
| (e) | Headings. The headings contained herein are for convenience only and shall not affect the meaning or interpretation hereof. |
| (f) | Schedules. The Schedules to this Agreement are incorporated by reference and the recitals to this Agreement constitute a part of this Agreement. |
| (g) | Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders. |
| (h) | Knowledge, Construction, etc. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Company or POCML7, or where any other reference is made herein to the “knowledge” of the Company or POCML7, it shall be deemed to refer to the actual knowledge, after due enquiry, of the officers or directors of the Company or POCML7, as applicable. The term “including” means “including without limiting the generality of the foregoing”. |
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| (i) | Entire Agreement. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings including for avoidance of doubt, the Engagement Letter. There are no representations, warranties, terms, conditions, undertakings or collateral agreements or understandings, express or implied, between the parties hereto other than those expressly set forth in this Agreement or in any such agreement, certificate, affidavit, statutory declaration or other document contemplated herein to be executed certified or delivered. This Agreement may be amended or modified in any respect by written instrument only. |
| (j) | Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement. |
| (k) | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. |
| (l) | Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company, POCML7, the Agents and the Purchasers and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Agreement shall not be assignable by any party without the written consent of the others. |
| (m) | Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement. |
| (n) | Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery. |
| (o) | Counterparts and Copies. This Agreement may be executed in any number of counterparts and by original, facsimile or other means of electronic transmission, which taken together shall form one and the same agreement. |
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This Agreement is executed by the parties hereto effective as of the date first set out above. If the foregoing is in accordance with your understanding and is agreed to by you, please confirm your acceptance by signing the enclosed copies of this letter at the place indicated and returning the same to the Lead Agents.
| HAYWOOD SECURITIES INC. | ||
| Per: | ||
| Name: | Kevin Campbell | |
| Title: | Managing Director, Investment Banking | |
| I have authority to bind the Corporation | ||
| SCP RESOURCE FINANCE LP | ||
| Per: | ||
| Name: | David Wargo | |
| Title: | CEO and Head of Investment Banking | |
| I have authority to bind the Corporation | ||
| sTIFEL NICOLAUS CANADA INC. | ||
| Per: | ||
| Name: | Name | |
| Title: | Title | |
| I have authority to bind the Corporation | ||
| JETT CAPITAL ADVISORS, LLC | ||
| Per: | ||
| Name: | Name | |
| Title: | Title | |
| I have authority to bind the Corporation | ||
ACCEPTED AND AGREED TO
as of the date of this Agreement.
Schedule "A"
COMPLIANCE WITH UNITED STATES SECURITIES LAWS
Capitalized terms used herein and not defined herein shall have the meanings given in the Agency Agreement to which this schedule is annexed and the following terms shall have the meanings indicated:
“Foreign Issuer” shall have the meaning ascribed thereto in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity, it means any issuer which is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last day of the most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or indirectly by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;
“General Solicitation” and “General Advertising” means “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;
“Offshore Transaction” means an “offshore transaction” as defined in Rule 902(h) of Regulation S;
“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;
“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;
Representations, Warranties and Covenants of the Agents
The Agents and the U.S. Affiliates acknowledge that the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. Accordingly, each Agent (on behalf of itself and its U.S. Affiliate, and not on behalf of any other Agent) represent, warrant and covenant to the Company and POCML7, as of the date hereof, the Closing Date and the Escrow Release Date, that:
| 1. | The Agents, their respective affiliates and any Person acting on the Agents’ or their behalf have not offered or sold, and will not offer or sell, any of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities except (a) in “offshore transactions” as such term is defined in Regulation S, in accordance with Rule 903 of Regulation S or (b) in the United States or to, or for the account or benefit of, U.S. Persons as provided in Sections 2 through 13 below. Accordingly, none of the Agent or its U.S. Affiliate or any Persons acting on the Agent’s or their behalf, has made or will make (except as permitted in Sections 2 through 13 below): (i) any offer to sell, or any solicitation of an offer to buy, any Subscription Receipts, Verdera Shares, POCML7 Shares or Resulting Issuer Securities in the United States or to, or for the account or benefit of, U.S. Persons, (ii) any sale of the Subscription Receipts to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S. Person and not acting for the account or benefit of a U.S. Person, or the Agent reasonably believed that such purchaser was outside the United States and not a U.S. Person and not acting for the account or benefit of a U.S. Person, or (iii) any Directed Selling Efforts in the United States with respect to the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
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| 2. | The Agents have not entered and will not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities except with a U.S. Affiliate, any selling group members or with the prior written consent of the Company. It shall require each selling group member to agree, for the benefit of the Company, to comply with the same provisions of the Agency Agreement (including this Schedule “A”) as apply to the Agent and a U.S. Affiliate and make the same representations, warranties and covenants to the Company and POCML7 as are made by the Agent and its U.S. Affiliates as if such provisions applied to such selling group member. |
| 3. | All offers and sales of Subscription Receipts in the United States or to, or for the account or benefit of, U.S. Persons by it shall be made through a U.S. Affiliate which is a registered broker-dealer in compliance with all applicable United States broker-dealer requirements. Such U.S. Affiliate has been and will be, on the date of each offer or sale of Subscription Receipts in the United States or to, or for the account or benefit of, U.S. Persons, duly registered as a broker-dealer pursuant to section 15(b) of the U.S. Exchange Act and under the laws of each state of the United States where such offers and sales are made (unless exempted from such state’s registration requirements) and a member in good standing with Financial Industry Regulatory Authority, Inc. |
| 4. | The Agents and their respective affiliates (including the U.S. Affiliate) have not, either directly or through a Person acting on the Agents’ or their behalf, solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities in the United States or to, or for the account or benefit of, U.S. Persons by means of any form of General Solicitation or General Advertising or in any manner involving a “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act. |
| 5. | Any offer or solicitation of an offer to buy Subscription Receipts, Verdera Shares, the POCML7 Shares or Resulting Issuer Securities that has been made or will be made in the United States or to, or for the account or benefit of, U.S. Persons, or any sale of such securities that has been or will be made to U.S. Purchasers will only be made to Persons or U.S. Purchasers each of which is a Qualified Institutional Buyer or U.S. Accredited Investor with which the Agent or its U.S. Affiliates had a pre-existing relationship and have reasonable grounds to believe and will believe are Qualified Institutional Buyers or U.S. Accredited Investors that are financially sophisticated and for which an investment in Subscription Receipts would be suitable. |
| 6. | Prior to the completion of any sale of the Subscription Receipts to a U.S. Purchaser, each such U.S. Purchaser will be required to execute and deliver a Subscription Agreement and any applicable schedules thereto, including the schedules thereto applicable to U.S. Purchasers (copies of which shall be delivered to the Company and counsel to the Company). |
| 7. | Any offer, sale or solicitation of an offer to buy Subscription Receipts, Verdera Shares, the POCML7 Shares or Resulting Issuer Securities that has been made or will be made (a) to U.S. Purchasers was or will be made only to Qualified Institutional Buyers or U.S. Accredited Investors pursuant to the exemption from registration set forth in Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with available exemptions from registration under all applicable securities laws of any state of the United States; or (b) outside the United States, was or will be made only in Offshore Transactions excluded from the registration requirements of the U.S Securities Act pursuant to Rule 903 of Regulation S. |
| 8. | At the Closing Time, the Agents, together with their U.S. Affiliates, will provide a certificate, substantially in the form of Annex I to this Schedule “A”, relating to the manner of the offer of the Subscription Receipts in the United States or to, or for the account or benefit of, U.S. Persons and sale of the Subscription Receipts to U.S. Purchasers or will be deemed to have represented that neither the Agents nor their U.S. Affiliates offered the Subscription Receipts in the United States or to, or for the account or benefit of, U.S. Persons or sold Subscription Receipts to U.S. Purchasers. |
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| 9. | At least two (2) Business Days prior to the Closing Time, the Agents will provide the Company and POCML7 with a list of all U.S. Purchasers. |
| 10. | Neither the Agents nor their U.S. Affiliates or any Person acting on the Agents’ or their behalf has taken any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 11. | The Agents shall inform (and shall cause their U.S. Affiliates to inform) any U.S. Purchaser that the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities (i) have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States, (ii) are being sold to such purchasers in reliance on an available exemption from the registration requirements of the U.S. Securities Act and in reliance upon exemptions from applicable securities laws of any state of the United States, and (iii) that the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities are “restricted securities” and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, unless such securities are registered under the U.S. Securities Act and any applicable securities laws of any state of the United States, an exemption from such registration is available or such registration is otherwise not required. |
| 12. | Each offeree will be provided with a copy of the Term Sheet and no other written material will be used in connection with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities to prospective U.S. Purchasers. |
| 13. | None of the Agents, their U.S. Affiliates or any Person acting on the Agents’ or their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the conversion of Subscription Receipts into the Verdera Shares or the POCML7 Shares, as applicable, or (ii) receive any commission or other remuneration, directly or indirectly, for soliciting the conversion of Subscription Receipts into Verdera Shares or the POCML7 Shares, as applicable. |
| 14. | Neither the Agents, nor their U.S. Affiliates, nor any member of a selling group offering and selling the Subscription Receipts, Verdera Shares, the POCML7 Shares and Resulting Issuer Securities through the U.S. Affiliates, as is applicable, nor any of its or their other affiliates, if any, receiving any part of the Agents’ Commission, nor any of its or their directors, executive officers, general partners, managing members or other officers participating in the offering of the Subscription Receipts pursuant to Rule 506(b) of Regulation D (each, a “Dealer Covered Person” and, together, “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a “Disqualification Event”), except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date. The Agents are not aware of any person (other than the Agents, their U.S. Affiliates or any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of U.S. Purchasers in connection with the offer and sale of Subscription Receipts, Verdera Shares, the POCML7 Shares or Resulting Issuer Securities. The Agent will notify the Company, in writing, prior to the Closing Date, of any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company. |
| 15. | The Agents and their U.S. Affiliates understand that all Subscription Receipts, Verdera Shares, POCML7 Shares and Resulting Issuer Securities sold or issued to U.S. Purchasers in the Offering that are U.S. Accredited Investors will be issued in definitive physical form and will bear a restrictive legend substantially in the form set forth in the Subscription Agreement for the Offering unless such U.S. Purchaser is a Qualified Institutional Buyer that as provided a Qualified Institutional Buyer Investment Letter in such form as reasonably required by the Company. |
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Representations, Warranties and Covenants of the Company
The Company represents, warrants, covenants and agrees to and with the Agents and POCML7, as at the date hereof, the Closing Date and the Escrow Release Date, that:
| 1. | The Company is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest in any securities in the same class of securities as the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 2. | Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers and U.S. Accredited Investors, in each case in reliance on the exemption from registration set forth in Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with available exemptions from the registration requirements of all applicable securities laws of each state of the United States, none of the Company, its affiliates, or any Person acting on any of their behalf (other than the Agents, their U.S. Affiliates, their respective affiliates or any Person acting on its or their behalf, in respect of which no representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Subscription Receipts, Verdera Shares, the POCML7 Shares or Resulting Issuer Securities in the United States or to, or for the account or benefit of, U.S. Persons; or (B) any sale of Subscription Receipts, Verdera Shares, the POCML7 Shares or Resulting Issuer Securities unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States and is not a U.S. Person or acting for the account or benefit of a U.S. Person or (ii) the Company, its affiliates, and any Person acting on any of their behalf reasonably believe that the purchaser is outside the United States and is not a U.S. Person or acting for the account or benefit of a U.S. Person. Prior to the completion of any sale of the Subscription Receipts to U.S. Purchasers on a non-brokered basis, each such U.S. Purchaser, will be required to execute and deliver a Subscription Agreement and any applicable schedules thereto, including the schedules thereto applicable to U.S. Purchasers (a copy of which shall be delivered to counsel to the Company). In addition, each such offeree will be provided with a copy of the Term Sheet and no other written material will be used in connection with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities in the United States. |
| 3. | During the period in which the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities are offered for sale, none of the Company, its affiliates, or any Person acting on any of their behalf (other than the Agents, their U.S. Affiliates, their respective affiliates or any Person acting on its or their behalf, in respect of which no representation is made) has engaged in or will engage in any Directed Selling Efforts in the United States with respect to the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 4. | None of the Company, its affiliates or any Person acting on any of their behalf (other than the Agents, their U.S. Affiliates or any Person acting on its or their behalf, in respect of which no representation is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Subscription Receipts, Verdera Shares, POCML7 Shares or Resulting Issuer Securities in the United States or to, or for the account or benefit of, U.S. Persons by means of any form of General Solicitation or General Advertising or in any manner involving a “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act or that would cause the exemptions or exclusions from registration under Rule 506(b) of Regulation D, Section 4(a)(2) or the U.S. Securities Act, or Rule 903 of Regulation S and applicable securities laws of any state of the United States to be unavailable for offers and sales of the Verdera Subscription Receipts, Verdera Shares, POCML7 Shares or Resulting Issuer Securities. |
| 5. | None of the Company, its affiliates or any Person acting on any of their behalf (other than the Agents, their U.S. Affiliates, their respective affiliates or any Person acting on its or their behalf, in respect of which no representation is made) has sold, offered for sale or solicited any offer to buy, or will sell, offer for sale or solicit any offer to buy, any of their securities in a manner that would be integrated with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities and would cause the exemptions or exclusions from registration under Rule 506(b) under Regulation D, or Section 4(a)(2) of the U.S. Securities Act, or Rule 903 of Regulation D or the exemptions from registration under applicable securities laws of any state of the United States to become unavailable with respect to the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
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| 6. | The Company will not take any action that would cause the exemptions or exclusions provided by Rule 506(b) of Regulation D or Rule 903 of Regulation S or to be unavailable with respect to offers and sales of the Subscription Receipts, Verdera Shares, the POCML7 Shares or Resulting Issuer Securities to U.S. Purchasers pursuant to the Agreement including this Schedule “A”. |
| 7. | The Company will, within the time periods prescribed under applicable law, prepare and file any forms or notices required to be filed by it under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 8. | The Company is not, and as a result of the sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities contemplated hereby, will not be, registered or required to be registered as an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended. |
| 9. | The Company has not taken any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 10. | Upon receipt of a written request from a U.S. Purchaser regarding a subsequent tax year of the Company, the Company shall make a determination if the Company is a “passive foreign investment company” (a “PFIC”) within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), during such tax year following the purchase of the Subscription Receipts by such U.S. Purchaser, and if the Company determines that it is a PFIC during such year, the Company will provide to such U.S. Purchaser, upon written request, all information that would be required to permit a United States or a U.S. Person shareholder to make an election to treat the Company as a “qualified electing fund” for the purposes of the Code. |
| 11. | Neither the Company, its affiliates nor any Person acting on its or their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the conversion of Subscription Receipts into Verdera Shares or POCML7 Shares, as applicable, or (ii) pay any commission or other remuneration to any Person, directly or indirectly, for soliciting the conversion of Subscription Receipts for Verdera Shares or POCML7 Shares, as applicable. |
| 12. | None of the Company, any of its predecessors, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Agents and their U.S. Affiliates a copy of any disclosures provided thereunder. The Company is not aware of any person (other than the Agents and the U.S. Affiliates) that has been paid or will be paid (directly or indirectly) any remuneration for solicitation of U.S. Purchasers in connection with any sale of Subscription Receipts. |
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| 13. | Neither the Company nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. |
| 14. | None of the Company or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act or any rules or regulations promulgated thereunder. |
Representations, Warranties and Covenants of POCML7
POCML7 represents, warrants, covenants and agrees to and with the Agents and the Company, as at the date hereof, the Closing Date and the Escrow Release Date, that:
| 1. | POCML7 is a Foreign Issuer as defined in Rule 902(e) of Regulation S and reasonably believes that there is no Substantial U.S. Market Interest in any securities in the same class of securities as the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 2. | Except with respect to offers and sales in accordance with this Schedule “A” to Qualified Institutional Buyers and U.S. Accredited Investors, in each case in reliance on the exemption from registration set forth in Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in compliance with available exemptions from the registration requirements of all applicable securities laws of any state of the United States, none of POCML7, its affiliates, or any Person acting on any of their behalf (other than the Agents, their U.S. Affiliates, their respective affiliates or any Person acting on its or their behalf, in respect of which no representation is made), has made or will make: (A) any offer to sell, or any solicitation of an offer to buy, any Subscription Receipts, Verdera Shares, POCML7 Shares or Resulting Issuer Securities in the United States or to, or for the account or benefit of, U.S. Persons; or (B) any sale of Subscription Receipts, Verdera Shares, POCML7 Shares or Resulting Issuer Securities unless, at the time the buy order was or will have been originated, (i) the purchaser is outside the United States and is not a U.S. Person or acting for the account or benefit of a U.S. Person or (ii) POCML7, its affiliates, and any Person acting on any of their behalf reasonably believe that the purchaser is outside the United States and is not a U.S. Person or acting for the account or benefit of a U.S. Person. Prior to the completion of any sale of the Subscription Receipts to U.S. Purchasers on a non-brokered basis, each such U.S. Purchaser, will be required to execute and deliver a Subscription Agreement and any applicable schedules thereto, including the schedules thereto applicable to U.S. Purchasers (a copy of which shall be delivered to counsel to the Company). In addition, each such offeree will be provided with a copy of the Term Sheet and no other written material will be used in connection with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities in the United States. |
| 3. | During the period in which the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities are offered for sale, none of POCML7, its affiliates, or any Person acting on any of their behalf (other than the Agents, their U.S. Affiliates, their respective affiliates or any Person acting on its or their behalf, in respect of which no representation is made) has engaged in or will engage in any Directed Selling Efforts in the United States with respect to the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 4. | None of POCML7, its affiliates or any Person acting on any of their behalf (other than the Agents, their U.S. Affiliates or any Person acting on its or their behalf, in respect of which no representation is made) has offered or will offer to sell, or has solicited or will solicit offers to buy, Subscription Receipts, POCML7 Shares, Verdera Shares or Resulting Issuer Securities (i) in the United States or to, or for the account or benefit of, U.S. Persons by means of any form of General Solicitation or General Advertising or in any manner involving a “public offering” within the meaning of Section 4(a)(2) of the U.S. Securities Act or that would cause the exemptions or exclusions from registration under Rule 506(b) of Regulation D, Section 4(a)(2) of the U.S. Securities Act or Rule 903 of Regulation S and applicable securities laws of any state of the United States to be unavailable for offers and sales of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities, or (ii) to or from any Person other than a Person to whom Subscription Receipts have been or will be sold by the Agents or the Company pursuant to the Agreement (including this Schedule “A”). |
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| 5. | None of POCML7, its affiliates or any Person acting on any of their behalf (other than the Agents, their U.S. Affiliates, their respective affiliates, or any Person acting on its or their behalf, in respect of which no representation is made) has sold, offered for sale or solicited any offer to buy, or will sell, offer for sale or solicit any offer to buy, any of their securities in a manner that would be integrated with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities and would cause the exemptions or exclusions from registration under Rule 506(b) under Regulation D, Section 4(a)(2) of the U.S. Securities Act or Rule 903 of Regulation S or the exemptions from registration under applicable securities laws of any state of the United States to become unavailable with respect to the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 6. | POCML7 will not take any action that would cause the exemptions or exclusions provided by Rule 506(b) of Regulation D or Rule 903 of Regulation S or to be unavailable with respect to offers and sales of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities to U.S. Purchasers pursuant to the Agreement including this Schedule “A”. |
| 7. | POCML7 will, within the time periods prescribed under applicable law, prepare and file any forms or notices required to be filed by it under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 8. | POCML7 is not, and as a result of the sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities contemplated hereby will not be, registered or required to be registered as an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended. |
| 9. | POCML7 has not taken any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities. |
| 10. | Upon receipt of a written request from a U.S. Purchaser regarding a subsequent tax year of POCML7, POCML7 shall make a determination if POCML7 is a “passive foreign investment company” (a “PFIC”) within the meaning of section 1297(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”), during such tax year following the purchase of the Subscription Receipts by such U.S. Purchaser, and if POCML7 determines that it is a PFIC during such year, POCML7 will provide to such U.S. Purchaser, upon written request, all information that would be required to permit a United States or a U.S. Person shareholder to make an election to treat POCML7 as a “qualified electing fund” for the purposes of the Code. |
| 11. | Neither POCML7, its affiliates nor any Person acting on its or their behalf will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the conversion of Subscription Receipts into Verdera Shares or POCML7 Shares, as applicable, or (ii) pay any commission or other remuneration to any Person, directly or indirectly, for soliciting the conversion of Subscription Receipts for Verdera Shares or POCML7 Shares, as applicable. |
| 12. | None of POCML7, any of its predecessors, any director or executive officer, other officer of POCML7 participating in the Offering, any beneficial owner of 20% or more of POCML7’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with POCML7 in any capacity at the time of sale (each, a “POCML7 Covered Person” and, together, “POCML7 Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). POCML7 has exercised reasonable care to determine (i) the identity of each person that is a POCML7 Covered Person; and (ii) whether any POCML7 Covered Person is subject to a Disqualification Event. POCML7 has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Agents and their U.S. Affiliates a copy of any disclosures provided thereunder. POCML7 is not aware of any person (other than the Agents and the U.S. Affiliates) that has been or will be paid (directly or indirectly) any remuneration for solicitation of U.S. Purchasers in connection with any sale of any Subscription Receipts. |
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| 13. | Neither POCML7 nor any of its predecessors or affiliates has been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D. |
| 14. | None of POCML7 or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act or any rules or regulations promulgated thereunder. |
Annex I to Schedule “A”
AGENT’S CERTIFICATE
In connection with the private placement in the United States or to, or for the account or benefit of, U.S. Persons of the Subscription Receipts of Verdera Energy Corp. (the “Company”) and POCML 7 Inc. (“POCML”), pursuant to the agency agreement dated February 12, 2026 made among Haywood Securities Inc., SCP Resource Finance LP, as lead agents, POCML 7 Inc. and the Company (the “Agency Agreement”), each of the undersigned Agent and its United States registered broker-dealer affiliate (the “U.S. Affiliate”) do hereby certify that:
| (a) | the U.S. Affiliate was on the date of each offer of Subscription Receipts that was made by it in the United States or to, or for the account or benefit of, U.S. Persons, and each sale of such securities to U.S. Purchasers and is on the date hereof, duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and the securities laws of each state in which such offer or sale was made (unless exempted from the respective state’s broker-dealer registration requirements) and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc.; |
| (b) | all offers of the Subscription Receipts made by us in the United States or to, or for the account or benefit of, U.S. Persons and sale of such securities to U.S. Purchasers were made by the U.S. Affiliate in compliance with all applicable U.S. federal and state broker-dealer requirements; |
| (c) | no form of General Solicitation or General Advertising was used by us in connection with the offer of the Subscription Receipts in the United States or to, or for the account or benefit of, U.S. Persons or the sale of such securities to U.S. Purchasers and neither we nor any Person acting on our behalf has engaged in any Directed Selling Efforts with respect to the Subscription Receipts, the Verdera Shares, POCML7 Shares or the Resulting Issuer Securities, and each such Person has complied with any other applicable requirements of Regulation S; |
| (d) | at the time of offer of the Subscription Receipts in the United States or to, or for the account or benefit of, U.S. Persons and sale of such securities to U.S. Purchasers and on the date hereof, we had a pre-existing relationship with and reasonable grounds to believe and did believe that each such offeree was a Qualified Institutional Buyer or a U.S. Accredited Investor, and, on the date hereof, we continue to believe that each such U.S. Purchaser purchasing the Subscription Receipts is a Qualified Institutional Buyer or a U.S. Accredited Investor; |
| (e) | all offers of the Subscription Receipts made by us in the United States or to, or for the account or benefit of, U.S. Persons and sale of such securities to U.S. Purchasers were made in accordance with Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act, available exemptions from the registration requirements of all applicable securities laws of any state of the United States and the Agency Agreement, including Schedule “A” thereto; |
| (f) | all U.S. Purchasers have been informed that the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities have not been and will not be registered under the U.S. Securities Act or any applicable securities laws of any state of the United States and are being offered and sold to such Purchasers without registration in reliance on exemptions from the registration requirements of the U.S. Securities Act and any applicable securities laws of any state of the United States; |
| (g) | neither we nor our U.S. Affiliate or any Person acting on our or their behalf (other than the Company, its affiliates and any Person acting on their behalf, as to which no certification is made) have taken or will take, directly or indirectly, any action in relation to Regulation M under the U.S. Exchange Act in connection with the offer of the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities in the United States or to, or for the account or benefit of, U.S. Persons or sale of such securities to U.S. Purchasers. |
Terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule “A” thereto, unless otherwise defined herein.
[signature page follows]
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Dated this ______ day of _____________________, 2026.
| [Name of Agent] | [Name of U.S. Affiliate] | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: |
Schedule "B"
TERM SHEET
| ISSUER: | Verdera Energy Corp., or an entity established for the purpose of completing the Offering (the “Company”) | |
| AMOUNT: | $20,000,000 (or $23,000,000 if the Agents’ Option (as defined below) is exercised) in full (the “Offering”). | |
| ISSUE: | Subscription receipts (the “Subscription Receipts”), of the Company, each convertible into one common share (a “Common Share”) in the capital of the Company upon satisfaction of the Escrow Release Conditions (as defined below). | |
| ISSUE PRICE: | $1.00 per Subscription Receipt (the “Issue Price”). | |
| AGENTS’ OPTION: | The Company grants the Agents (as defined below) an option (the “Agents’ Option”), exercisable in whole or in part at any time up to 48 hours prior to the Closing Date (as defined below) to increase the size of the Offering by up to $3,000,000 on the same terms as the Offering. | |
| TRANSACTION STRUCTURE: | Private placement offering of Subscription Receipts on a commercially reasonable best-efforts basis in each of the Provinces of Canada (except Quebec) and/or in jurisdictions other than Canada that are mutually agreed to by the Company and the Co-Lead Agents in a manner that is exempt from any prospectus or registration of the Subscription Receipts in such other jurisdictions.
Offers for sale of the Subscription Receipts in the United States may only be made to (i) “qualified institutional buyers” (as defined in Rule 144A under the United States Securities Act of 1933, as amended (the "1933 Act"); and (ii) “accredited investors” (as defined in Rule 501(a) of Regulation D under the 1933 Act)) by way of private placement in reliance upon Section 4(a)(2) of the 1933 Act and/or Rule 506(b) of Regulation D thereunder, and similar exemptions from the registration requirements of applicable state securities laws. Resales of the Subscription Receipts, the Common Shares and the Resulting Shares (as defined below) will be permitted in the United States under Rule 144A or outside the United States pursuant to Regulation S under the 1933. | |
| TRANSACTION: | The Offering will be conducted in conjunction with a reverse take-over transaction (the “Transaction”) between the Company and POCML 7 Inc. (the “Target”), as described in the Target’s press release announcing the Transaction dated November 3, 2025. The Transaction shall constitute the Target’s “qualifying transaction” in accordance with TSX Venture Exchange Policy 2.4 - Capital Pool Companies and shall result in the common shares (the “Resulting Shares”) of the resulting issuer from the Transaction becoming listed on the TSX Venture Exchange (the “Exchange”). | |
| ESCROW: | The gross proceeds of the Offering, less: (i) 50% of the Cash Fee (as defined below), which shall be paid to the Agents; and (ii) the expenses of the Agents incurred in connection with the Offering, which foregoing amounts shall be retained by the Co-Lead Agents, on its own behalf and on behalf of the Agents, as the case may be (collectively, the “Escrowed Proceeds”) will be delivered by the Co-Lead Agents to, and held by, a licensed Canadian trust company or other escrow agent (the “Escrow Agent”) mutually acceptable to the Co-Lead Agents and the Company, each acting reasonably, and invested pursuant to the terms of a subscription receipt agreement (the “Subscription Receipt Agreement”), to be entered into by and between the Company, the Co-Lead Agents (on behalf of the Agents) and the Escrow Agent on or prior to the Closing Date. The Escrowed Proceeds, together with all interest and other income earned thereon, are referred to in this Agreement as the “Escrowed Funds”.
The Escrowed Funds will be released from escrow by the Escrow Agent to: (A) the Co-Lead Agents, on its own behalf and behalf of the Agents, as the case may be, in an amount that is equal to the (1) 50% of the Agent’s Fee, together with any pro rata interest earned thereon; and (2) any expenses incurred by the Agents and not already paid by the Company on the Closing Date; and (B) the Company, as the Company may direct, the Escrowed Funds, less the foregoing deductions upon receipt by the Escrow Agent of the Release Notice (as defined below) on or prior to the Release Deadline (as defined below).
In the event that the Escrow Agent does not receive the Release Notice on or prior to Release Deadline , or if prior to such time, the Company advises the Co-Lead Agents and the Escrow Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions (as defined below), the Escrow Agent will return to holders of Subscription Receipts an amount that is equal to the aggregate Issue Price of the Subscription Receipts held by them and their pro rata portion of any interest earned thereon. The Company will be responsible and liable to the holders of Subscription Receipts for any shortfall between the aggregate Issue Price and the Escrowed Funds. |
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| SUBSCRIPTION RECEIPTS: | Pursuant to the terms of the Subscription Receipt Agreement (as defined below), each Subscription Receipt shall automatically convert into one Common Share, upon: | |||
| (a) | the completion or satisfaction or waiver of all conditions precedent to the Transaction other than the release of the Escrowed Funds, to the satisfaction of the Co-Lead Agents, acting reasonably; | |||
| (b) | The receipt of all shareholder and regulatory approvals (including the approval required by the Exchange) required in connection with: (i) the Transaction and (ii) the conditional listing approval (subject only to standard listing conditions) of the Resulting Shares (including the Resulting Shares underlying the Resulting Compensation Options (as defined below)), or such equivalent securities as may be issued pursuant to the Transaction; | |||
| (c) | each of the Company and the Co-Lead Agents, having delivered a joint notice (the “Release Notice”) to the Escrow Agent (as defined below) confirming that all escrow release conditions have been met or waived; and | |||
| (d) | the Company shall have not committed any material breach of the engagement agreement entered into between the Company and the Agents or the agency agreement to be entered into by the Company and the Agents in respect of the Offering that has not been cured within 5 days of the Company’s receipt of written notice from the Co-Lead Agents specifying in reasonable detail the nature of such breach (collectively, the “Escrow Release Conditions”), which Common Shares shall be immediately exchanged for Resulting Shares on a one-for-one basis, for no additional consideration and without any further action by the holders thereof, upon completion of the Transaction. | |||
| As a condition precedent to the execution by the Co-Lead Agents of the Release Notice, the Chief Executive Officer and Chief Financial Officer of the Company (or such other officers as may be acceptable to the Co-Lead Agents, acting reasonably) shall certify to the Co-Lead Agents and the Escrow Agent that the Escrow Release Conditions (other than that set out in (c) above) have been satisfied or waived in accordance with the provisions of the Subscription Receipt Agreement. | ||||
| In the event that the Escrow Agent does not receive the Release Notice on or prior to the date that is 90 days after the Closing Date (the “Release Deadline”), or if prior to such time, the Company advises the Co-Lead Agents and the Escrow Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions, the Subscription Receipts shall be null and void and of no further effect and the Escrow Agent will disburse the Escrowed Funds (as defined and described below). | ||||
| USE OF PROCEEDS: | The net proceeds from the Offering will be used to fund the Transaction, exploration and development of the Company’s assets, and for general corporate purposes. | |||
| EXCHANGE LISTING: | Following the completion of the Transaction, it is anticipated that the Resulting Shares will be listed on the Exchange, such listing to be conditionally approved prior to the completion of the Transaction. | |||
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| ELIGIBILITY: | The Subscription Receipts are NOT eligible for RRSPs, RRIFs, DPSPs, RESPs, TFSAs or FHSAs. See “Concurrent Private Placement” below. | |
| QUALIFICATION: | The Subscription Receipts, the SR Compensation Options (as defined below), and all securities underlying and issuable pursuant to the exercise thereof, as the case may be, shall be subject to the private company “indefinite” hold period set out in National Instrument 45-102 – Resale of Securities (“NI 45-102”).
The Resulting Shares, the Resulting Compensation Options (as defined below), each issuable upon satisfaction of the Escrow Release Conditions, and all securities underlying and issuable pursuant to the exercise thereof, as the case may be shall not be subject to any statutory hold periods under NI 45-102 upon the issuance of such securities. | |
| CONCURRENT PRIVATE PLACEMENT: | A portion of the Offering may be completed on a private placement basis through the issuance of Target shares at the Issue Price with appropriate adjustments for the share consolidation (see November 3, 2025 new release for information on the consolidation) (the “Target PP”). The Target PP will be eligible for RRSPs, RRIFs, DPSPs, RESPs, TFSAs or FHSAs and will be subject to a hold period expiring four month plus one day from the closing of the Target PP. Closing of the Target PP is not conditional on the closing of the Transaction. | |
| CO-LEAD AGENTS: | Haywood Securities Inc. and SCP Resource Finance LP (the “Co-Lead Agents”) together with a syndicate of agents (the “Agents”) to be formed. | |
| CLOSING: | On or about January 30, 2026 or such other date as agreed between the Company and the Co-Lead Agents (the “Closing Date”), each acting reasonably. | |
| U.S. NOTICE: | The securities offered hereby have not and will not be registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the 1933 Act) unless the securities have been registered under the 1933 Act or are otherwise exempt from such registration. |
Exhibit 10.4
ADVISORY SERVICES AGREEMENT
THIS AGREEMENT effective as of January 1, 2026
BETWEEN:
DAVID D’ONOFRIO
(hereinafter referred to as the “Advisor”)
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VERDERA ENERGY CORP.
(hereinafter referred to as the “Corporation”)
WHEREAS the Advisor has and continues to provide certain advisory services, including strategic, structuring and financial advice to the Corporation with respect to its Qualifying Transaction on the terms and conditions hereof and the Corporation wishes to retain the services of the Advisor on the terms hereof;
NOW THEREFORE for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Corporation and the Advisor hereby enter into this Agreement as follows:
Article 1 - DEFINITIONS
| 1.1 | Definitions - Whenever used in this Agreement, unless there is something inconsistent in the subject matter or context, the following words and terms shall have the meanings set out below: |
"Act" means the Business Corporations Act (Ontario);
“Advisory Fee” has the meaning set forth in Section 3.1;
"Agreement" means this Advisory Services Agreement and all instruments supplementing or amending or confirming this Agreement. References to "Article" or "Section" mean and refer to the specified Article or Section of this Agreement;
"Board" means the board of directors of the Corporation;
"Business" when used in relation to the Corporation means the business of the acquisition, exploration, and development of mineral properties;
"Business Day" means a day, other than a Saturday, Sunday or statutory holiday in the Province of Ontario;
"control" and "controlled" shall have the meaning ascribed thereto in the Act;
"Directors" means those Persons elected to the Board from time to time;
"Effective Date" means the date hereof;
"Parties" means, collectively, the Advisor and the Corporation, and "Party" or "party" means any one of them; and
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"Person" includes any individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural Person in his/her capacity as trustee, executor, administrator, or other legal representative; and
“Qualifying Transaction” means a qualifying transaction as defined in TSX Venture Exchange Policies to be completed by the Corporation and POCML 7 Inc.
Article 2 - ADVISORY SERVICES
| 2.1 | Advisory Services. Subject to the terms and conditions hereof, the Corporation has engaged the and wishes to continue to retain the Advisor to provide the Corporation with services related to general strategic, financial and structuring advice with respect to the Corporation’s Qualifying Transaction and provide such other advice as may be agreed upon by and between the Corporation and the Advisor (collectively, the “Advisory Services”). |
Article 3 -REMUNERATION AND OPTIONS
| 3.1 | Advisory Fees. During the Term and subject to the terms and conditions hereof, the Corporation shall issue to the Advisor two hundred and fifty thousand (250,000) common shares in the capital of the Corporation (or the resulting issuer from completion of the Qualifying Transaction) immediately prior to the completion of the Qualifying Transaction. |
| 3.2 | Expenses. The Advisor will be responsible for their own costs and expenses incurred in the performance of this Agreement, including but not limited to travel, lodging, meals and legal fees. |
| 3.3 | Taxes. The advisory fees in Section 3.1 is inclusive of, and the Advisor will be responsible for paying and/or remitting, all applicable taxes (including goods and services taxes). |
Article 4 -COVENANTS OF the Advisor AND CORPORATION
| 4.1 | Non-Disclosure. The Advisor shall not (either during the Term or for a period of 12 months thereafter) use, disclose or aid and abet others to use or disclose, any information relating to the private or confidential affairs of the Corporation or relating to any secrets of the Advisor (collectively, the “Information”) directly or indirectly obtained by the Advisor during his association with the Corporation. The foregoing obligations shall not apply if and to the extent that the Information: |
| (a) | is or comes into the public domain through no fault of the Advisor; |
| (b) | was known to the Advisor prior to the Advisor’s association with the Corporation and such fact can be established by documentary evidence; |
| (c) | which the Advisor is obligated to disclose by law, provided that the Advisor shall give prompt notice to the Corporation of the Advisor’s obligation to make such disclosure in order to permit the Corporation to seek an appropriate protective order; or |
| 4.2 | Documentation and Data. The Corporation shall provide the Advisor, on a timely basis, all materials that the Advisor may reasonably request in the performance of his services. The Corporation acknowledges and agrees that the Advisor shall be relying upon the accuracy and completeness of the materials furnished to it hereunder. The Corporation represents and warrants to the Advisor that it has and will have taken all reasonable efforts to ensure that all such materials will be true and correct in all material respects. |
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| 4.3 | Corporation Property. All materials relating to the business and affairs of the Corporation prepared by the Corporation or by the Advisor during the Advisor’s retainer relating to the business and affairs of the Corporation are for the benefit of the Corporation and are and will remain the property of the Corporation. Upon the termination of this Agreement or upon written demand by the Corporation, the Advisor shall surrender to the Corporation all such materials. |
Article 5 - INDEPENDENT ADVISOR/INSURANCE
| 5.1 | The Advisor not an Employee. The relationship between the Corporation and the Advisor created by this Agreement is that of independent contractors. The Advisor is not, by virtue of this Agreement, and shall not for any purpose be deemed to be hereunder, an officer, employee, agent or affiliate of the Corporation. |
Article 6 -TERM AND TERMINATION
| 6.1 | Term. Subject to this Article 6, this Agreement shall have a term (the “Term”) commencing on the Effective Date and ending on the earlier of: |
| (a) | the date that is six months from the Effective Date, unless mutually extended or reduced by written agreement of the Corporation and the Advisor; |
| (b) | immediately upon receipt by the Advisor of notice from the Corporation of the termination of this Agreement; or |
| (c) | thirty days after receipt by the Corporation of notice from the Advisor of the termination of this Agreement. |
| 6.2 | Termination by Corporation or the Advisor for Cause. The Corporation or the Advisor may terminate this Agreement at any time in the event of the failure of the other party to comply with any of the material provisions hereunder or for the failure of either party to meet the other parties expectations upon such other party being notified in writing by the party alleging such failure or unfulfilled expectation and failing to remedy such failure or unfulfilled expectations within 30 Business Days of receiving such notice. |
| 6.3 | Provisions which Operate Following Termination. |
Notwithstanding any termination of this Agreement for any reason whatsoever, the provisions of Sections 4.1, 4.3 and 5.1 and any other provisions of this Agreement necessary to give efficacy thereto shall continue in full force and effect following any such termination.
Article 7 -INTERPRETATION AND ENFORCEMENT
| 7.1 | Number. In this Agreement words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa. |
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| 7.2 | Benefit of Agreement. This Agreement shall ensure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of the Advisor and the successors and assigns of the Corporation respectively. |
| 7.3 | Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express implied or statutory between the parties other than as expressly set forth in this Agreement. |
| 7.4 | Amendments, Waivers and Assignments. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. Neither party hereto may assign his or its rights or obligations under this Agreement without the prior written consent of the other party hereto. |
| 7.5 | Severability. If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect. |
| 7.6 | Notices. Any demand, notice or other communication (hereinafter in this Section 7.6 referred to as a “Communication”) to be made or given in connection with this Agreement shall be made or given in writing and may be made or given by personal delivery or by registered mail addressed to the recipient as follows: |
To the Advisor:
130 King Street West, Suite 2210, Toronto, ON M5X 1E4
Email: ddonofrio@poweronecapital.com
To the Corporation:
Verdera Energy Corp.
c/o Suite 1200, 750 W. Pender Street
Vancouver, BC V6C 2T8
Email : jel@shepax.com
or such other address or individual as may be designated by notice by either party to the other. Any Communication made or given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the 5th day, other than a Saturday, Sunday or statutory holiday in Ontario, following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of the mail, any such Communication shall not be mailed but shall be made or given by personal delivery.
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| 7.7 | Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The Corporation and the Advisor each hereby attorns to the jurisdiction of the courts of the Province of Ontario. |
| 7.8 | Currency. All Dollar amounts referred to in this Agreement are expressed in Canadian dollars. |
| 7.9 | Counterparts. This Agreement may be executed in several counterparts each of which when executed shall be deemed to be an original, and such counterparts shall each constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the day and year first above written. |
| 7.10 | Execution by Facsimile. Execution and delivery of a facsimile transmission of this document shall constitute, for purposes of this document, delivery of an executed original and shall be binding upon the party whose signature appears on the transmitted copy. Either party so executing this document hereby undertakes to originally-execute and deliver to the other party hereto a copy of this document as soon as possible after execution by facsimile. |
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.
| VERDERA ENERGY CORP. | ||
| Per | ||
| Authorized Signing Officer | ||
| I have the authority to bind the Corporation | ||
| David D’Onofrio | ||
Exhibit 10.5
AMENDED AND RESTATED ADVISORY SERVICES AGREEMENT
THIS AGREEMENT is effective as of the 5th day of February, 2026:
BETWEEN:
VERDERA ENERGY CORP., a corporation incorporated under the Corporations Act (British Columbia), with its registered office situated at #1200 – 750 West Pender Street, Vancouver, BC V6C 2T8
(hereinafter referred to as the "Corporation")
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POWERONE CAPITAL MARKETS LIMITED, and/or its affiliates, a corporation incorporated under the Business Corporations Act (Ontario), with its business office situate at Suite 2210, The Exchange Tower, 130 King Street West, Toronto, Ontario M5X 1E4
(hereinafter referred to as the "Consultant")
WITNESSES THAT:
WHEREAS the Corporation engaged the Consultant to provide financial and corporate advisory services on the terms and conditions set forth in an agreement dated November 2, 2025 (the “Original Agreement”);
AND WHEREAS the Consultant agreed to provide financial and corporate advisory services as set forth in the Original Agreement;
AND WHEREAS the Corporation and the Consultant wish to enter into this agreement to amend and restate the terms of the Original Agreement in accordance with the provisions hereof;
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, it is agreed that:
ARTICLE 1
RETENTION, SERVICES AND TERM
1.1 Retention of Consultant
The Corporation hereby retains the Consultant to provide advisory services (the "Services") in conjunction with the Corporation’s public listing by way of business combination with a TSX Venture Exchange listed Capital Pool Company (the “Transaction”) and private placement (the “Financing”) of securities (each an “Issued Security”).
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1.2 Services
The Consultant is in the business of providing advisory services to private and public companies, and has experience and expertise in corporate finance, M&A, public capital markets and other related matters. In consideration for the Consultant agreeing to provide the Services to the Corporation prior to closing of the Transaction, and to the resulting listed company (the “Resulting Issuer”) for a period of 18 months following closing of the Transaction, the Corporation agrees to pay to the Consultant fees noted in Section 2.1, upon and subject to the terms and conditions as set out herein.
Should the Corporation decide to outsource particular work projects and to engage the Consultant for such projects, the Consultant may do so for additional fees to be mutually agreed upon by the Corporation and the Consultant.
1.3 Term
This Agreement shall expire and terminate automatically on the date that is 18 months following the closing of the Transaction.
ARTICLE 2
COMPENSATION
2.1 Compensation
The Corporation agrees that on closing of the Transaction it will:
| i) | pay a cash fee to the Consultant equal to 1.5% of the gross proceeds of the Financing; and |
| ii) | issue options of the Resulting Issuer (each, a “Compensation Option”) to the Consultant equal to 1.5% of the Issued Securities purchased by subscribers to the Financing. Each Compensation Option will be exercisable into one (1) common share of the Resulting Issuer at $1.00 per Resulting Issuer Share, for a period of 18 months following closing of the Transaction. |
The Compensation Options will be issued under, and subject to, the terms of the stock option plan of the Resulting Issuer.
ARTICLE 4
GENERAL
4.1 Complete Agreement
The foregoing contains the entire agreement of the parties hereto with respect to consulting and corporate services and supersedes and replaces any existing agreement, whether written or oral, between the parties relating generally to the same subject matter (including, without limitation, the Original Agreement). As of the date hereof, the Original Agreement is of no further force or effect.
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4.2 Proper Law
This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto hereby submit to the exclusive jurisdiction of the courts of Ontario (and those of Canada applicable therein).
4.3 Interpretation
Any headings preceding the text and paragraphs in this agreement have been inserted for convenience only and shall not be construed to affect the meaning, construction or effect of the agreement.
4.4 Canadian Dollars
All references herein to dollar amounts are to lawful money of Canada unless specifically stated otherwise.
4.5 Singular and Plural
Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.
4.6 Severability
The invalidity or unenforceability of any particular provision of this agreement shall not affect or limit the validity or enforceability of the remaining provisions of this agreement.
4.7 Assignment
Neither this agreement nor any rights or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other party which consent, by either party, may be arbitrarily refused or withheld.
4.8 Waiver
No waiver of any provision of this agreement shall be binding unless it is in writing. No indulgence or forbearance by a party shall constitute a waiver of such party's right to insist on performance in full and in a timely manner of all covenants in this agreement. Waiver of any provision shall not be deemed to waive the same provision thereafter or any other provision of this agreement at any time.
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4.9 Further Assurances
The parties agree to sign all such documents and to do all such things as may be necessary or desirable to more completely and effectively carry out the terms and intentions of this agreement.
4.10 Binding Effect
The provisions hereof, where the context permits, shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
4.11 Facsimile and Counterparts
Each of the parties shall be entitled to rely on delivery by facsimile machine of an executed copy of this agreement, and such facsimile copy shall be legally effective to create a valid and binding agreement between the parties in accordance with the terms hereof. In addition, this agreement may be executed by the parties in separate counterparts each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF each of the parties hereto has executed this agreement as of the date first written above.
| VERDERA ENERGY CORP. | ||
| Per: | ||
| POWERONE CAPITAL MARKETS LIMITED | ||
| Per: | ||
| David D’Onofrio - Chief Financial Officer | ||
Exhibit 10.6
VERDERA ENERGY CORP.
-and-
ENCORE ENERGY CORP.
- and –
NM ENERGY HOLDING CANADA CORP.
SHARE PURCHASE AGREEMENT
March 17, 2025
TABLE OF CONTENTS
| ARTICLE 1 INTERPRETATION | 1 | ||
| 1.01 | Defined Terms | 1 | |
| 1.02 | Interpretation | 6 | |
| 1.03 | Accounting Terms | 7 | |
| 1.04 | Knowledge | 7 | |
| 1.05 | Incorporation of Schedules and Exhibits | 7 | |
| ARTICLE 2 PURCHASED INTERESTS AND PURCHASE PRICE | 8 | ||
| 2.01 | Purchase and Sale | 8 | |
| 2.02 | Consideration | 8 | |
| 2.03 | Consideration Shares | 8 | |
| 2.04 | Going Public Condition Subsequent | 10 | |
| 2.05 | Consideration Share Distribution and Standstill | 11 | |
| 2.06 | Royalty and Buyback Right | 13 | |
| 2.07 | Tax Election | 14 | |
| 2.08 | Grant of Participation Right | 14 | |
| ARTICLE 3 REPRESENTATIONS AND WARRANTIES REGARDING THE CORPORATION AND NME TEXAS | 16 | ||
| 3.01 | Due Incorporation, Existence and Corporate Power | 16 | |
| 3.02 | Qualification | 16 | |
| 3.03 | Authorized Capital | 16 | |
| 3.04 | Options, etc. | 16 | |
| 3.05 | Valid Issuance of Corporation Shares | 17 | |
| 3.06 | Validity of Agreement | 17 | |
| 3.07 | Restrictive Documents | 17 | |
| 3.08 | Mining Claims and Leases | 17 | |
| 3.09 | Corporation Contracts | 18 | |
| 3.10 | Authorizations | 18 | |
| 3.11 | Compliance with Laws | 18 | |
| 3.12 | Environmental Compliance | 18 | |
| 3.13 | Consents, etc. | 18 | |
| 3.14 | Taxes | 19 | |
| 3.15 | Options Regarding Assets | 19 | |
| 3.16 | Employees and Management and Consulting Agreements | 19 | |
| 3.17 | Subsidiaries and Investments | 19 | |
| 3.18 | Financial Statements | 19 | |
| 3.19 | Litigation | 19 | |
| 3.20 | Corporate Records | 19 | |
| 3.21 | Books and Records | 20 | |
| 3.22 | Liabilities | 20 | |
| 3.23 | Broker’s or Finder’s Fee | 20 | |
| ARTICLE 4 - ADDITIONAL REPRESENTATIONS AND WARRANTIES REGARDING THE VENDOR | 20 | ||
| 4.01 | Title to Corporation Shares | 20 | |
| 4.02 | Due Incorporation, Existence and Corporate Power | 20 | |
| 4.03 | Options, etc. | 21 | |
| 4.03 | Validity of Agreement | 21 | |
| 4.04 | Restrictive Documents | 21 | |
| 4.05 | Consents, etc. | 21 | |
| 4.06 | Litigation | 21 | |
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SHARE PURCHASE AGREEMENT
THIS AGREEMENT is dated as of the 17th day of March, 2025.
AMONG:
VERDERA ENERGY CORP., a company existing under the laws of the Province of British Columbia
(the “Purchaser”)
AND:
ENCORE ENERGY CORP., a company existing under the laws of the Province of British Columbia
(the “Vendor”)
AND:
NM ENERGY HOLDING CANADA CORP., a company existing under the laws of the Province of British Columbia
(the “Corporation” and together with the Purchaser and the Vendor, the “Parties”, and each a “Party”)
WHEREAS:
| A. | The Corporation is a wholly-owned subsidiary of the Vendor and holds 100% of the issued and outstanding shares of NME Texas (as hereinafter defined). |
| B. | NME Texas holds the Assets (as hereinafter defined). |
| C. | The Purchaser, the Vendor and the Corporation wish to enter into this Agreement in respect of the purchase by the Purchaser and the sale by the Vendor of all of the issued and outstanding shares in the capital of the Corporation. |
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and mutual agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each of the Parties), the Parties hereby agree as follows:
ARTICLE 1
INTERPRETATION
| 1.01 | Defined Terms |
As used in this Agreement, and in addition to terms defined elsewhere herein, the following terms have the following meanings:
“affiliate” has the meaning as set out in the Securities Act (British Columbia).
“Anti-Corruption Laws” means, collectively, with respect to any Person, anti-corruption or anti-bribery laws of all jurisdictions applicable to such Person, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority to which such Person is subject, including the Corruption of Foreign Public Officials Act (Canada) and the United States Foreign Corrupt Practices Act of 1977.
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“Applicable Laws” means: (a) any domestic or foreign statute, law (including common and civil law), code, ordinance, rule, regulation, restriction or bylaw; (b) any judgment, order, ruling, decision, writ, decree, injunction or award of any Governmental Authority, statutory body or self-regulatory authority (including the Exchange or other applicable stock exchange); and (c) any policies, rules, and regulations of the securities regulatory authorities, the Exchange, or other applicable stock exchange; to the extent that the same is legally binding on the Person referred to in the context in which the term is used, and for greater certainty, includes, without limitation, Anti-Corruption Laws and Environmental Laws.
“Assets” means: (a) the Properties, including all underlying Mining Claims, Leases, Permits, Easements and Surface Rights; (b) the Database; and (c) all other assets of the Corporation and any affiliate thereof as at the Closing Date.
“Authorization” means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, or by-law, rule or regulation of any Governmental Authority, whether or not having the force of law, having jurisdiction over such Person.
“Books and Records” means all technical, business, accounting and financial records, financial statements, financial books and records of account, books, data, reports, files, lists, drawings, plans, logs, briefs, customer and supplier lists, deeds, certificates, contracts, surveys, title opinions or any other documentation and information in any form whatsoever (including written, printed, electronic or computer printout form) relating to a Person and its business.
“Buyback Right” has the meaning set out in Section 2.06 hereof.
“Claim” means any claim of any nature whatsoever, including any demand, liability, obligation, debt, cause of action, suit, Legal Proceeding, judgment, award, assessment, and reassessment.
“Closing” means the completion of the Transaction.
“Closing Date” means the date on which the Closing occurs, which shall be the fifth business day following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the Transaction as set out in Article 7, or such other date as the Purchaser and the Vendor may mutually determine.
“Closing Time” means 1:00 p.m. (Vancouver time) on the Closing Date or such other time as the Purchaser and the Vendor may mutually determine.
“Consents” means the consents of contracting parties to any Contract to the change in control of the Corporation and the other transactions contemplated in this Agreement (or as may otherwise be required in order to complete the transactions contemplated by this Agreement), and “Consent” means any one of such Consents.
“Consideration” has the meaning set out in Section 2.02 hereof.
“Consideration Shares” means 50,000,000 non-voting Preferred Shares in the capital of the Purchaser to be issued as consideration for the purchase of the Corporation Shares in accordance with Section 2.02 hereof.
“Contracts” means contracts, licences, leases, agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or engagements to which a Party or an affiliate thereof is a party, or by which any of them or their assets are bound, or under which a Party or an affiliate thereof has, or will have, any liability or contingent liability (in each case, whether written or oral, express or implied), and includes any quotations, orders, proposals or tenders which remain open for acceptance and warranties and guarantees.
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“Corporate Records” means the corporate records of a corporation, including (a) all constating documents including the articles, notice of articles, certificates of formation, operating agreements, member agreements, and any amendments thereto; (b) all minutes of meetings and resolutions of shareholder and directors thereof; and (c) all corporate record books.
“Corporation Financial Statements” means all financial statements of the Corporation (and any carve-out financial information of the Vendor), as applicable, for the periods required pursuant to Applicable Laws, for inclusion in any document or other filing to any applicable regulatory authorities, in connection with the Purchaser’s Going Public Transaction or otherwise.
“Corporation Shares” means all of the issued and outstanding securities in the capital of the Corporation, being 1,000 shares in the common stock of the Corporation with no par value.
“Distribution Registration Statement” has the meaning set out in Section 2.05(a) hereof.
“Database” means technical data and other technical information pertaining to the Properties in the possession of the Corporation and/or its affiliates, including but not necessarily limited to: maps; geological, geochemical and geophysical reports and data; drill logs and other drilling data; reports; surveys; assays; analyses; production reports; and operations, technical, accounting and financial records.
“Environment” means the environment and natural environment as defined in any Environmental Laws and includes indoor air and any living things.
“Environmental Laws” means Applicable Laws relating to the Environment and public health or safety, and includes Applicable Laws relating to any sewer system and to the storage, generation, use, handling, manufacture, processing, labelling, advertising, sale, display, transportation, treatment, reuse, recycling, Release and disposal of Hazardous Substances.
“Exchange” means the TSX Venture Exchange, or such other Canadian stock exchange as may be determined by the Parties.
“Exchange Act” means the U.S. Securities and Exchange Act of 1934, as amended.
“Going Public Outside Date” has the meaning set out in Section 2.04(a) hereof.
“Going Public Transaction” means (a) a listing of the common shares of the Purchaser on any Exchange; (b) a business combination of the Purchaser and a company listed on the Exchange, such that the resulting effect is that holders of the common shares in the capital of the Purchaser hold shares in the capital of a reporting and Exchange listed company resulting from such business combination; (c) the assignment or transfer of substantially all of the assets or undertaking of the Purchaser to an existing company listed on any Exchange; or (d) any other transaction which results in the current holders of the common shares in the capital of the Purchaser holding shares of a company listed on the Exchange and, in each case, the simultaneous registration of the common shares of the company listed on the Exchange under Section 12(b) or 12(g) of the Exchange Act.
“Governmental Authority” means (a) any court, judicial body or arbitral body, (b) any domestic or foreign government whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, governmental authority, governmental tribunal or governmental commission of any kind whatever, (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above, (d) any supranational or regional body such as the World Trade Organization, and (e) any stock exchange (including, without limitation, the Exchange), and (f) any subdivision or authority of any of the foregoing.
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“Hazardous Substances” means pollutants, contaminants, wastes of any nature, hazardous substances, hazardous materials, toxic substances, prohibited substances, dangerous substances or dangerous goods as defined, judicially interpreted or identified in any Environmental Laws including asbestos, asbestos-containing materials, polychlorinated biphenyls (PCBs), and mold.
“IFRS” means International Financial Reporting Standards in Canada.
“Leases” means leasehold estates in and to the mineral properties and other leaseholds (and all leasehold estates created thereby) comprising part of the Properties, as more particularly described in Schedule “A”, including the lands covered by the leases, and any fee interests, fee mineral interests carried interests and any ratifications, extensions or amendments of same.
“Legal Proceeding” means any action, suit, claim, litigation, complaint, grievance, application, arbitration, inquiry, investigation, hearing or other civil, criminal, regulatory, or administrative proceeding or other similar proceeding, at law or in equity, before or by any court, agency, commission, tribunal, panel or other judicial, Governmental Authority or administrative body or authority and includes any appeal or review thereof and any application or leave for appeal or review.
“Liabilities” means all costs, expenses (including wages, vacation pay and overtime pay), charges, debts, liabilities, claims, losses, damages, adverse claims, fines, penalties, demands and obligations, assessments or reassessments of any kind or nature (including any deferred or future liability for Taxes), whether primary or secondary, direct or indirect, known or unknown, asserted or unasserted, fixed, contingent or absolute, accrued or unaccrued, matured or unmatured, determined or determinable, liquidated or unliquidated, or due or to become due, and whether in contract, tort, strict liability or otherwise, voluntarily incurred or otherwise, whenever asserted, and including all costs and expenses relating thereto including all fees, disbursements and expenses of legal counsel, experts, engineers and consultants and costs of investigation.
“Lien” means: (a) any encumbrance, mortgage, pledge, hypothec, prior Claim, lien, charge or other security interest of any kind upon any property or assets of any character, or upon the income or profits therefrom, of any nature whatsoever or howsoever arising and any rights or privileges capable of becoming any of the foregoing, (b) any acquisition of or agreement to have an option to acquire any property or assets upon conditional sale or other title retention agreement, device or arrangement (including a capitalized lease), or (c) any sale, assignment, pledge or other transfer for security of any accounts, general intangibles or chattel paper, with or without recourse.
“Material Adverse Effect” means an effect, change, event, occurrence, fact or circumstance that, individually or in the aggregate with another such effect, change, event, occurrence, fact or circumstance, is or would be reasonably expected to be material and adverse to the business, affairs, operations, property, assets (including, without limitation, the Assets), Liabilities, financial condition, financial results, capital or prospects (financial or otherwise) of the Corporation, or which could or could be reasonably expected to prevent, materially delay, or materially impair the ability of the respective Parties to complete the transactions contemplated by this Agreement, except any such effect resulting from or arising in connection with:
| (a) | any adoption, implementation, proposal or change in Applicable Laws or any interpretation thereof by any Governmental Authority; |
| (b) | any change in global, national or regional political conditions (including the outbreak of war or acts of terrorism) or in national or global financial or capital markets or in general economic, business, political, regulatory or market conditions; |
| (c) | any natural disaster; or |
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| (d) | the announcement of this Agreement or any transactions contemplated herein, or otherwise contemplated by or arising as a result of the terms of this Agreement; |
provided, however, that with respect to clauses (a), (b) and (c), such matter does not have a materially disproportionate effect on the Corporation, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Corporation operates.
“Material Contracts” means the Contracts to which a Person is a party, including all Contracts, leases of personal property, licenses, undertakings, engagements or commitments of any nature, written or oral, which are material to such Person, including any Contract: (a) the termination of which would have a Material Adverse Effect on such Person; (b) any Contract which would result in payments to or from such Person or its subsidiaries (if any); (c) any agreement or commitment relating to the borrowing of money or to capital expenditures; and (d) any agreement or commitment not entered into in the ordinary course of business.
“material fact” shall have the meaning ascribed to it in the Securities Act (British Columbia).
“Mining Claims” means the unpatented mining claims forming part of the Properties located in New Mexico, as more particularly described in Schedule “A”.
“misrepresentation” shall have the meaning ascribed to it in the Securities Act (British Columbia).
“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
“NME Texas” means NM Energy Holding Corp. (Texas), a corporation existing under the laws of Texas and wholly-owned by the Corporation.
“ NME Texas Shares” means all of the issued and outstanding securities in the capital of the NME Texas, being 100 shares in the common stock of NME Texas with a par value of US$0.01.
“NSR Royalty” has the meaning set forth in Section 2.02(c) hereof.
“Permits, Easements and Surface Rights” means all Authorizations and all other permits, licenses, servitudes, easements, surface leases, surface use agreements, surface fee tracts, rights-of-way, and any similar rights, obligations and interests used in connection with the ownership and/or operation of any Properties, or otherwise used in connection with the Corporation’s business.
“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.
“Preferred Shares” means a class of non-voting preferred shares in the capital of the Purchaser, the proposed terms of such share class which are further detailed in Schedule “B”;
“Properties” means the Mining Claims, Leases, and related assets and rights currently held by the Corporation which together comprise the Crownpoint, Hosta Butte, Nose Rock, West Largo, and Ambrosia Lake – Treeline uranium projects located in New Mexico, as more particularly described in Schedule “A”.
“Release” has the meaning prescribed in any Environmental Laws and includes any release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction, whether accidental or intentional.
“Remaining Shares” has the meaning set out in Section 2.03(b).
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“Resulting Issuer” means the resulting issuer listed on an Exchange as a result of the completion of the Going Public Transaction.
“Resulting Issuer Shares” means the common shares of the Resulting Issuer.
“Royalty” has the meaning set out in Section 2.02(c) hereof.
“Royalty Agreement” has the meaning set out in Section 2.02(c) hereof.
“SEC” means the U.S. Securities and Exchange Commission.
“Section 85 Election” has the meaning set out in Section 2.07 hereof.
“Section 85 Election Form” has the meaning set out in Section 2.07 hereof.
“Section 85 Election Information” has the meaning set out in Section 2.07 hereof.
“Section 85 Election Period” has the meaning set out in Section 2.07 hereof.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Tax Act” means the Income Tax Act (Canada).
“Taxes” includes any taxes, duties, fees, premiums, assessments, imposts, levies, warrants and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all license, franchise and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions.
“Transaction” means the purchase and sale of all of the Corporation Shares, in accordance with the terms and conditions of this Agreement.
“Uranium” means uranium in any natural or processed form, including yellowcake.
“Uranium Royalty” has the meaning set forth in Section 2.02(c) hereof.
“US GAAP” means generally accepted accounting principles in the United States of America.
“Vendor Provided Information” has the meaning set out in Section 2.05(c) hereof.
| 1.02 | Interpretation |
In this Agreement, unless something in the subject matter or context is inconsistent therewith:
| (a) | the division of this Agreement into articles, sections and other subdivisions and the use of headings are for convenience only and are not intended to define, interpret or limit the scope, extent or intent of this Agreement; |
| (b) | all references to “this Agreement” refer to this share purchase agreement and all schedules and instruments in amendment or confirmation of it; |
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| (c) | all references in this Agreement to “articles”, “sections” and other subdivisions are to the designated articles, sections or other subdivisions or schedules of this Agreement; |
| (d) | the words “hereof”, “hereto”, “herein”, “hereby”, “herewith” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section or other subdivision; |
| (e) | the word “or” is not exclusive and the word “including” is not limiting (whether or not non-limiting language is used with reference thereto); |
| (f) | the words “written” or “in writing” include printing, typewriting or any electronic means of communication capable of being visibly reproduced at the point of reception including facsimile or email; |
| (g) | a “day” shall refer to a calendar day, and references to a “business day” shall refer to days other than a Saturday, Sunday, or statutory holiday in Vancouver, British Columbia; in calculating all time periods the first day of a period is not included and the last day is included, and if a date is or a time period ends on a day which is not a business day, such date shall be extended and the time period shall be deemed to expire on the next business day; |
| (h) | all references to "US$" or "dollars" in this Agreement refer to United States dollars, and all references to "C$” refer to Canadian dollars, unless otherwise expressly specified; |
| (i) | any reference to a statute is a reference to the applicable statute and to any regulations made pursuant thereto and includes all amendments made thereto and in force from time to time and any statute or regulation that has the effect of supplementing or superseding such statute or regulation; |
| (j) | words importing individuals include bodies corporate and other artificial entities, and vice versa; words importing gender include the other gender; words importing one form of body corporate or artificial entity include all other forms of bodies corporate or artificial entities; and words importing the singular includes the plural, and vice versa; and |
| (k) | the rule of construction to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the construction or interpretation of any of the terms and conditions of this Agreement. |
| 1.03 | Accounting Terms |
All accounting terms not specifically defined in this Agreement shall be construed in accordance with U.S. GAAP unless otherwise indicated.
| 1.04 | Knowledge |
The expression “to the best of the knowledge” of a Party and similar phrases shall mean to the knowledge of the President and Chief Executive Officer and the Chief Financial Officer of the Party, or such director or other person performing a similar function, after reasonable inquiry, and shall not imply or carry any personal liability to either.
| 1.05 | Incorporation of Schedules and Exhibits |
The following are the schedules attached to and incorporated in this Agreement:
| Schedule “A” | - | Mining Claims and Leases |
| Schedule "B” | - | Preferred Share Terms |
| Schedule “C” | - | Registration Rights Agreement |
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ARTICLE 2
PURCHASED INTERESTS AND PURCHASE PRICE
| 2.01 | Purchase and Sale |
Subject to the terms and conditions hereof, the Vendor hereby agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, at the Closing Time, the Corporation Shares.
| 2.02 | Consideration |
In consideration for the purchase of the Corporation Shares, the Purchaser shall do the following:
| (a) | concurrent with the execution of this Agreement, pay the Vendor a non-refundable cash payment of US$350,000, as reimbursement of the Vendor’s approximate costs and expenses associated with the Properties, the Corporation, and the Transaction; |
| (b) | at the Closing Time, issue to the Vendor an aggregate of 50,000,000 non-voting Preferred Shares (the “Consideration Shares”) with an approximate price per Consideration Share of C$0.20, for aggregate value of C$10,000,000, of which US$262,000 will be allocated to the purchase of the Database, and the balance will be allocated to the purchase of the Properties; and |
| (c) | at the Closing Time, grant the Vendor a 2% net proceeds royalty on Uranium (the “Uranium Royalty”) and a 2% net smelter returns royalty on all other minerals (the “NSR Royalty”, and collectively with the Uranium Royalty the “Royalty”), on the sale or use of such Uranium or other minerals mined, produced or otherwise derived from the Properties, subject to the Buyback Right in Section 2.06, and in accordance with the terms of the royalty agreement (“Royalty Agreement”) to be entered into between the Vendor and Purchaser within 60 days of the Closing Date, which Royalty Agreement shall incorporate the general terms set out in this Section 2.02(c) and Section 2.06 herein. |
(collectively, the “Consideration”).
| 2.03 | Consideration Shares |
The Parties agree that the Consideration Shares will be subject to the following:
| (a) | concurrent with completion of the Going Public Transaction, 15,000,000 of the Consideration Shares (being 30% of the aggregate Consideration Shares) will automatically convert into Resulting Issuer Shares; |
| (b) | the balance of 35,000,000 of the Consideration Shares (being 70% of the aggregate Consideration Shares) (the “Remaining Shares”) will remain as non-voting Preferred Shares of the Purchaser or the Resulting Issuer on closing of the Going Public Transaction, and the Vendor shall have the option to elect to convert such shares into Resulting Issuer Shares either: |
| (i) | in connection with the Vendor’s distribution of Resulting Issuer Shares to its shareholders in accordance with Section 2.05; or |
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| (ii) | at any other time, which option shall be exercised by the Vendor providing the Resulting Issuer written notice, in which event the Remaining Shares shall convert to Resulting Issuer Shares on that date which is 61 days after delivery of such written notice to the Resulting Issuer; |
| (c) | all Consideration Shares (or Resulting Issuer preferred shares issued in exchange therefore) will convert into common shares of Purchaser (or Resulting Issuer Shares as applicable) at the option of the Vendor, if any of the following occur, without the prior written consent of the Vendor: |
| (i) | other than the Going Public Transaction, the Purchaser or Resulting Issuer, as applicable, solicits, negotiates, initiates, knowingly encourages, cooperates with or facilitates (including by way of furnishing any confidential information, any site visit or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to an asset acquisition or sale offer, property option, joint venture, shareholder proposal, business combination, takeover bid, qualifying transaction, change of control, or any form of similar transaction for securities, material assets or property of the Purchaser or Resulting Issuer, including the Properties; |
| (ii) | the board of directors of the Purchaser or Resulting Issuer, as applicable, exceeds five (5) directors; |
| (iii) | the board of directors of the Purchaser or Resulting Issuer, as applicable, includes a director that holds a board or management position with a competitor of the Vendor, and whether a Person is a ‘competitor’ is determined by the sole discretion of the Vendor, acting reasonably; |
| (iv) | the Purchaser or Resulting Issuer, as applicable, take, or have taken against them, any act or proceeding in connection with the dissolution, liquidation, winding up, bankruptcy, reorganization, compromise or arrangement of the Purchaser or Resulting Issuer, as applicable, including the appointment of a trustee, receiver, manager or other administrator of the Purchaser or Resulting Issuer or any of their material properties or assets; or |
| (v) | there is a material breach of this Agreement by the Purchaser or Resulting Issuer, as applicable, and such breach is not cured by such Party within five (5) days of the Vendor making the Party aware of the breach; |
| (d) | in the case of the Going Public Transaction, or any other transaction contemplated by Section 2.03(c)(i), to the extent that (i) a shareholder resolution is required to approve such transaction, it shall be a term of the Preferred Shares that such shares can be voted on the same terms as common shares of the Purchaser or Resulting Issuer Shares (as applicable), and on closing of such transaction, such Preferred Shares will be subject to the same treatment as the common shares of the Purchaser or Resulting Issuer Shares (as applicable), or (ii) a shareholder resolution is not required, then such Going Public Transaction must be consented to by the Vendor in writing prior to the Purchaser proceeding therewith; |
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| (e) | all Consideration Shares will be issued in accordance with the applicable securities laws in Canada and the United States, and will be subject to the restrictions on sale applicable in such jurisdictions. The Vendor acknowledges that the Consideration Shares may be subject to escrow or seed share resale restrictions in accordance with Applicable Laws in connection with the Going Public Transaction. The Vendor agrees to execute and deliver, and, if applicable, agrees to cause any permitted assign to execute and deliver, any agreements, certificates or undertakings which are necessary, in accordance with Applicable Laws, to evidence any required escrow arrangements, along with any other questionnaires or personal information forms required under such Applicable Laws. In addition, the Vendor acknowledges that securities dealers retained by the Purchaser in connection with the Going Public Transaction may require shareholders of the Purchaser to enter into contractual lock-up agreements as provided for in underwriting or agency agreements entered into by the Purchaser with such dealers, and the Vendor agrees to complete and execute all customary lock-up agreements (not to exceed 180 days) and other customary documents as may be reasonably required under the terms of such underwriting or agency arrangements; provided, however, that the distribution contemplated by Section 2.05 and sales of Consideration Shares by the Vendor to cover corresponding costs and taxes will be excluded from any such lock-up agreement or similar restriction. |
| 2.04 | Going Public Condition Subsequent |
| (a) | The Purchaser covenants and agrees to, following the execution of this Agreement, use reasonable efforts to complete the Going Public Transaction and concurrent listing of the Resulting Issuer Shares on the Exchange and registration of such common shares under Section 12(b) or 12(g) of the Exchange Act, in accordance with this Agreement including but not limited to Section 2.03(d), no later than December 10, 2025 (which date may be extended by mutual agreement of the Parties, acting reasonably, up to January 31, 2026) (the “Going Public Outside Date”). The condition subsequent in this Section 2.04(a) is for the exclusive benefit of the Vendor and may be waived by the Vendor in its sole discretion. |
| (b) | In the event that the condition subsequent in Section 2.04(a) is not satisfied or waived by the Going Public Outside Date, or Section 2.03(d)(ii) is not complied with then the Vendor will have the right to acquire all of the Corporation Shares and the Database from the Purchaser in exchange for the Vendor transferring all of the Consideration Shares received by the Vendor to the Purchaser, upon which each Royalty will be deemed cancelled. |
| (c) | The Vendor may exercise its right pursuant to Section 2.04(b), by delivering a written notice to the Purchaser, within 30 days following the failure of the satisfaction or waiver of the condition subsequent in Section 2.04(a) or failure of compliance with Section 2.03(d)(ii). On the Purchaser’s receipt of the Vendor’s written notice, the Purchaser will, within 10 business days thereafter, transfer and deliver the Corporation Shares to the Vendor and return the Database (including any relevant additional data and technical information obtained by the Purchaser) and all corporate records and books of the Corporation and technical information on the Properties. On delivery of the Vendor’s written notice to the Purchaser, the Vendor will within 10 business days thereafter transfer and deliver the Consideration Shares to the Purchaser. The deliveries contemplated herein may be satisfied by delivery of the thereof in escrow with a law firm or trust company pending the other Party’s delivery of the applicable share transfer documents and shares on the condition that such deliveries will be released to the receiving Party upon such party complying with this Section 2.04(c). Upon the transfers and deliveries contemplated in this paragraph being completed, this Agreement will terminate without further obligation of any Party, other than matters set out in this Section 2.04 and other matters that survive termination, as set out in Section 12.01. |
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| 2.05 | Consideration Share Distribution and Standstill |
| (a) | Subject to Section 2.04, immediately following the completion of the Going Public Transaction, the Vendor intends to distribute 70% of the Consideration Shares (or Resulting Issuer Shares issued in exchange therefore) to the Vendor’s shareholders by way of stock dividend or other distribution. In connection therewith, the Purchaser agrees that prior to the completion of the Going Public Transaction, it, or the Resulting Issuer, will file with the SEC (at its sole cost and expense) a registration statement registering the resale of the Consideration Shares (the “Distribution Registration Statement”), and it shall use its commercially reasonable efforts to have the Distribution Registration Statement declared effective within three (3) business days after the completion of the Going Public Transaction. The Distribution Registration Statement will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Vendor and its counsel will be given reasonable opportunity to review, comment on and approve in writing each of the preliminary and final Distribution Registration Statement and any amendment or supplement thereto prior to its filing with the SEC (to which comments reasonable and good faith consideration shall be given by the Purchaser). The Purchaser agrees to cause such Distribution Registration Statement to remain effective until the earliest of (i) the third anniversary of the completion of the Going Public Transaction or (ii) the date on which the Vendor ceases to hold any Consideration Shares. Prior to such date, the Purchaser will immediately notify the Vendor of (A) any request by the SEC for amendments or supplements to any Distribution Registration Statement or the prospectus included therein or for additional information, (B) the issuance by the SEC of any stop order suspending the effectiveness of the Distribution Registration Statement or the initiation of any proceedings for such purpose, (C) of the receipt by the Purchaser of any notification with respect to the suspension of the qualification of the Consideration Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (D) the occurrence of any event that requires the making of any changes in the Distribution Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. In the event of any of the foregoing, the Purchaser shall use its commercially reasonable efforts to prepare as soon as reasonably practicable a post-effective amendment to such registration statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Consideration Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Further, the Purchaser shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Distribution Registration Statement as soon as reasonably practicable. |
| (b) | The Purchaser will cooperate with any due diligence review conducted by the Vendor or its respective agents, including, without limitation, providing information and making available documents and senior officers, during regular business hours and at the Purchaser’s principal officers, as the Vendor may reasonably request. In connection with the effectiveness of the Distribution Registration Statement, the Purchaser shall or shall cause the Resulting Issuer to, as applicable, provide the Vendor with representation letters, opinions of counsel (including a 10b5-1 letter) and comfort letter of auditors customary in a U.S. underwritten equity offering. |
| (c) | The Vendor agrees to promptly furnish to the Purchaser in writing such information regarding the Vendor, the securities held by the Vendor and the intended method of disposition of such Remaining Shares, as shall be reasonably requested by the Purchaser to effect the registration of such Remaining Shares (such information, the “Vendor Provided Information”). |
| (d) | The Purchaser agrees to indemnify and hold harmless the Vendor, its affiliates and their respective directors, officers and employees against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of, or in connection with any investigation, defences or proceeding commenced or threatened, or any claim whatsoever based upon, any untrue statement or alleged untrue statement of a material fact contained in the Distribution Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any prospectus (or amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising solely out of any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with the Vendor Provided Information. |
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| (e) | The Vendor agrees that, from the completion of the Going Public Transaction until the earlier of (x) the completion of the distribution of 70% of the Consideration Shares (or Resulting Issuer Shares issued in exchange therefor) to the Vendor’s shareholders as contemplated in this Section 2.04, or (y) as otherwise agreed to in writing between the Vendor and the Purchaser, the Vendor shall be bound by the following provisions with respect to all Consideration Shares, Resulting Issuer Shares, or exchanged Preferred Shares of the Resulting Issuer held or controlled by the Vendor: |
| (i) | the Vendor shall not: |
| (A) | acquire, agree to acquire or make any proposal to acquire, directly or indirectly, by purchase or otherwise, additional voting securities, or securities convertible into or exchangeable for voting securities, or direct or indirect rights or options to acquire additional voting securities, in each case, of the Purchaser or Resulting Issuer, without the prior written consent of the Purchaser or Resulting Issuer, as applicable; |
| (B) | make, or in any way participate, directly or indirectly, in any solicitation of proxies to vote (as such terms are understood under Applicable Laws), or seek to advise or influence any other person with respect to the voting of any voting securities of the Purchaser or Resulting Issuer, as applicable; |
| (C) | otherwise act, alone or in concert with others, to seek to control or replace the management, board of directors or policies of the Purchaser or Resulting Issuer, as applicable; |
| (D) | have any discussions or enter into any arrangements, understandings or agreements, whether written or oral, with, or advise, finance, aid, assist, encourage or act in concert with, any other persons in connection with any of the foregoing; or |
| (E) | make any public announcement with respect to the foregoing or take any action that might require the Purchaser or Resulting Issuer, as applicable, to announce the possibility of any of the foregoing; |
| (ii) | the Vendor (including, for greater certainty, any affiliate or subsequent holder of such shares) shall vote all such shares based on management’s recommendation at each Purchaser or Resulting Issuer, as applicable, shareholder meeting; and |
| (iii) | the Vendor (including, for greater certainty, any affiliate or subsequent holder of such shares) shall agree not to sell any such shares without first providing the Purchaser or the Resulting Issuer, as applicable, with a 10 business day first right to placement, after which, the Vendor may sell over the following 30 days, so long as the Vendor does not sell more than 10% of the total daily trading volume of the Purchaser or the Resulting Issuer shares, as applicable, on its principal exchange on any given day. |
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| 2.06 | Royalty and Buyback Right |
| (a) | The Vendor and Purchaser agree that the Royalty Agreement will contain the following terms (without limitation and unless otherwise as agreed between the Vendor and Purchaser), in addition to customary terms and conditions for a royalty agreement of similar nature and purpose: |
| (i) | in respect of any part of the Properties, if the payment of the Uranium Royalty would, by reason of one or more royalty rights (which includes similar encumbrances functioning as a royalty) existing as of the date of this Agreement, result in the aggregate of all royalties payable in respect of such part of the Properties effectively exceeding a 5% net proceeds royalty on Uranium or a 5% net smelter returns royalty on other minerals, as applicable, then the Uranium Royalty and/or the NSR Royalty, as applicable, shall be reduced such that the total royalties and similar encumbrances on applicable to Uranium and/or other minerals, as applicable, on such part of the Properties do not exceed 5%; |
| (ii) | in respect of any part of the Properties on which an existing royalty (or similar encumbrance) exists, the Royalty payable in respect of such part of the Properties shall be equal in priority to such existing royalty (or similar encumbrance), unless seniority or subordination of an existing royalty (or similar encumbrance) is mandated by a Governmental Authority; |
| (iii) | the Royalty shall apply to any mining claim or section acquired, staked, or claimed by the Purchaser or Resulting Issuer following Closing, partially or wholly within a 2 mile radius from the perimeter of the location of any historical or current resource on any part of the Properties (determined pursuant to Section 2.06(b) below), or if a perimeter of an historical resource is not determinable, then a 2 mile radius from the border of the claim or section in which any such historical resource is located; |
| (iv) | the Vendor shall have the right to sell, assign, transfer or encumber all or part of the Royalty by providing written notice to the Purchaser, including a copy of the agreement by the assignee to be bound by the Royalty Agreement, in respect of, and to the extent applicable to, such sale, assignment, transfer or encumbrance; and |
| (v) | the Purchaser shall have the right to sell, assign, transfer or encumber all or part of the Properties by providing written notice to the Vendor, including a copy of the agreement by the assignee to be bound by the Royalty Agreement, in respect of such sale, assignment, transfer or encumbrance, provided that the foregoing right shall, prior to the Going Public Transaction, be subject to the Purchaser receiving the prior written consent of the Vendor. |
The Parties will act reasonably in settling the form of Royalty Agreement, and will to the extent practicable and not inconsistent with the foregoing terms, seek to use a form that provides similar methods of determining royalty payments as provided in royalty (or similar) agreements existing as at the date hereof in respect of the Properties.
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| (b) | The Purchaser or Resulting Issuer, if applicable, shall have the option (the “Buyback Right”) to purchase, at its sole discretion and exercisable in whole or in part from time to time following the Going Public Transaction, up to 100% of both the Uranium Royalty and the NSR Royalty by making a single aggregate cash payment to the Vendor. The aggregate cash payment to purchase 100% of both the Uranium Royalty and the NSR Royalty shall be calculated based on the total historical and/or current resources on the Properties as follows: |
| (i) | US$6 per acre if there is no historical nor current mineral resource; |
| (ii) | US$25,000 per 1 million pounds of historical resources; |
| (iii) | US$40,000 per 1 million pounds of NI 43-101 Inferred resource; |
| (iv) | US$50,000 per 1 million pounds of NI 43-101 Indicated resource; and |
| (v) | US$75,000 per 1 million pounds of NI 43-101 Measured resource. |
For the purposes of the calculation in this Section 2.06(b), the determination of resources categories as Inferred, Indicated, Measured or historical, if applicable, shall be as set out in the most recent technical report(s) prepared pursuant to NI 43-101 by or for the Purchaser or Resulting Issuer and publicly disclosed . If the Purchaser or Resulting Issuer elects to exercise the Buyback Right for less than 100% of the Uranium Royalty and the NSR Royalty, the buyback price shall be reduced proportionally based on the percentage of the Uranium Royalty and NSR Royalty purchased.
| 2.07 | Tax Election |
The Parties agree that the Vendor shall be entitled to make an income tax election pursuant to section 85 of the Income Tax Act (Canada) (the “Tax Act”) and any analogous provision of provincial income tax law (a “Section 85 Election”) with respect to the Transaction by providing the necessary information prescribed by the Tax Act (and, if applicable, any provincial tax statute) (the “Section 85 Election Information”) to the Purchaser within one year following the Closing (the “Section 85 Election Period”). The Purchaser shall, within 90 days after the Section 85 Election Period, and subject to the Section 85 Election Information being substantially correct and complete and substantially complying with requirements imposed under the Tax Act (or applicable provincial income tax law), deliver to the Vendor a signed Section 85 Election in the form prescribed by the Tax Act (and, if applicable, by any provincial statue) (collectively, the “Section 85 Election Form”) for filing by the Vendor with the Canada Revenue Agency (or the applicable provincial tax authority). Provided the Purchaser signs and delivers a Section 85 Election to the Vendor as set out above, neither the Purchaser nor any successor corporation shall be responsible for the proper completion of any Section 85 Election, or for any taxes, interest or penalties resulting from the failure of the Vendor to properly complete or file such election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation).
| 2.08 | Grant of Participation Right |
| (a) | On and following the Closing and until immediately prior to the completion of the Going Public Transaction, each time the Purchaser proposes to proceed with an additional issue, by private placement or public offering, of: |
| (i) | any common shares of the Purchaser (“Purchaser Shares”); |
| (ii) | any option, warrant or other right to subscribe for, purchase or otherwise acquire any Purchaser Shares; or |
| (iii) | any debt securities convertible into Purchaser Shares, |
other than Excluded Issues (as defined below) (the securities being offered herein referred to as the “Offered Securities”), the Purchaser shall offer to the Vendor, subject to applicable securities laws, the right to subscribe for Offered Securities on the same terms and conditions at which the Offered Securities are to be offered to other third parties. More specifically, the Vendor shall be offered that percentage (the “Proportional Percentage”) of the Offered Securities calculated by dividing the aggregate number of Purchaser Shares owned by the Vendor or which could be acquired on conversion of the Consideration Shares owned by the Vendor on the date of an Offer (as defined below) by the number of Purchaser Shares which are issued and outstanding on the date of the Offer (the “Participation Right”) assuming conversion o the Consideration Shares owned by the Vendor.
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“Excluded Issues” shall mean the following issues of securities of the Purchaser: (i) the grant or exercise of equity incentives and other similar issuances in the nature of compensation pursuant to an approved equity incentive plan of the Purchaser; (ii) the exercise of options, warrants or other rights to subscribe for, purchase or otherwise acquire any Purchaser Shares, which options, warrants or other rights are outstanding as at the date hereof; (iii) the fulfillment of contractual obligations of the Purchaser existing as at the date hereof; or (iv) the issuance of securities in connection with arm’s length acquisitions of non- cash assets, including as property option payments.
| (b) | Each offer set forth above (an “Offer”) shall be made in writing and shall specify: |
| (i) | the proposed terms and conditions relating to the Offered Securities, including but not limited to the price thereof; |
| (ii) | the proposed aggregate number of the Offered Securities; |
| (iii) | the proposed date on which the issuance of the Offered Securities is to be completed; and |
| (iv) | the number of then outstanding Purchaser Shares. |
For greater certainty, the delivery to the Vendor of a form of subscription agreement for the Offered Securities shall constitute an Offer for the purposes of this section. Promptly on receipt of an Offer, the Vendor shall confirm receipt of the Offer and advise of the number of Purchaser Shares that the Vendor owns as of the date of the Offer. The Purchaser will deliver an Offer to the Vendor not less than ten (10) business days before the date on which the issuance of the Offered Securities is to be completed.
| (c) | If the Vendor wishes to subscribe for up to its Proportional Percentage of the Offered Securities it may do so by (i) giving notice in writing of the exercise of the Participation Right to the Purchaser (and thereafter returning any other signed documentation provided by the Purchaser relating to the Offer) or (ii) executing and delivering a completed subscription agreement substantially in the form provided and, in either case, specifying the number of Offered Securities it desires to purchase up to its Proportional Percentage of the Offered Securities. If the Vendor desires to purchase a number of Offered Securities in excess of its Proportionate Percentage, the sale to the Vendor of such additional Offered Securities will be at the sole discretion of the Purchaser. |
| (d) | If an Offer is not accepted by the Vendor in writing on or before the close of business on the date which is the fifth business day immediately after delivery to the Vendor of the Offer, the Vendor will be deemed to have declined to exercise the Participation Right in respect of the Offered Securities set out in such Offer, and the Purchaser may offer such Offered Securities to any person provided that the terms of purchase for the Offered Securities, including but not limited to price, will not be more favourable to that person than that contained in the Offer delivered to the Vendor. |
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES
REGARDING THE CORPORATION AND NME TEXAS
Each of the Vendor and the Corporation jointly and severally represents and warrants as follows to the Purchaser and acknowledges and confirms that the Purchaser is relying upon such representations and warranties in connection with the purchase by the Purchaser of the Corporation Shares:
| 3.01 | Due Incorporation, Existence and Corporate Power |
The Corporation is a corporation duly incorporated, validly existing and in good standing under Applicable Laws of the Province of British Columbia. The Corporation has all necessary corporate power and authority to own or lease its properties and assets (including, without limitation, the NME Texas Shares), to carry on its business as presently being conducted by it, to enter into this Agreement and the other agreements or instruments to which it is or is to become a party pursuant to the terms hereof and to perform its obligations hereunder and thereunder. The Corporation is not a reporting issuer or equivalent under applicable securities legislation and there is not a published market for any securities of the Corporation. The Corporation is not insolvent under Applicable Laws and is able to pay its debts as they fall due. NME Texas is a corporation duly incorporated, validly existing and in good standing under Applicable Laws of the State of Texas. NME Texas has all necessary corporate power and authority to own or lease its properties and assets (including, without limitation, the Assets), and to carry on its business as presently being conducted by it. NME Texas is not insolvent under Applicable Laws and is able to pay its debts as they fall due.
| 3.02 | Qualification |
The Corporation is duly qualified, licensed or registered to carry on its business as presently being conducted in all jurisdictions in which the nature of the business conducted by it or the property or assets (including, without limitation, the NME Texas Shares) owned or leased by it makes such qualification, licensing or registration necessary. NME Texas is duly qualified, licensed or registered to carry on its business as presently being conducted in all jurisdictions in which the nature of the business conducted by it or the property or assets (including, without limitation, the Assets) owned or leased by it makes such qualification, licensing or registration necessary.
| 3.03 | Authorized Capital |
The Corporation does not have a fixed minimum or maximum number of common shares issuable. The Corporation Shares will, at the Closing Time, constitute all of the issued and outstanding securities in the capital of the Corporation.
| 3.04 | Options, etc. |
Except for the Purchaser’s right hereunder, no Person has any option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege issued or granted by the Corporation (whether by Applicable Laws, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement: (a) for the purchase from the Vendor of any of the Corporation Shares; (b) for the purchase from the Corporation of any of the NME Texas Shares; or (c) for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of the Corporation or NME Texas or of any other securities of the Corporation or NME Texas.
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| 3.05 | Valid Issuance of Corporation Shares |
All issued Corporation Shares are, and will be at the Closing Time, duly issued and outstanding as validly issued, fully paid and non-assessable. The Corporation Shares were not issued in violation of the terms of any agreement or other understanding to which the Corporation is or was a party, and were issued in compliance with all Applicable Laws. As of the date hereof, all Corporation Shares are registered in the name of the Vendor and all NME Texas Shares are registered in the name of the Corporation.
| 3.06 | Validity of Agreement |
| (a) | The execution, delivery and performance by the Corporation of this Agreement and the execution, delivery and performance by the Corporation of or under any other agreements or instruments to which it is or is to become a party pursuant to the terms hereof, and the consummation of the transactions contemplated hereunder and thereunder: |
| (i) | have been duly authorized by all necessary corporate action on the part of the Corporation; and |
| (ii) | do not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a violation or a breach of, or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligation under: (A) any charter, by-law or trust deed instruments of the Corporation, as applicable, (B) any Authorization (including, without limitation, the Permits, Easements and Surface Rights); (C) any Mining Claim, Lease or Contract, (D) any Applicable Laws, or (E) any judgment, decree or order binding the Corporation or its property or assets (including, without limitation, the Assets). |
| (b) | This Agreement has been, and each additional agreement or instrument required to be delivered pursuant to this Agreement will be at the Closing Time, duly authorized, executed and delivered by the Corporation and each is or will be at the Closing Time, a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms. |
| 3.07 | Restrictive Documents |
The Corporation is not subject to, or a party to, any charter, by-law or trust deed restriction, any Applicable Laws, any Claim, any contract or instrument, any Lien or any other restriction of any kind or character which would prevent the consummation of the transactions contemplated by this Agreement or compliance by the Corporation with the terms, conditions and provisions hereof or the continued operation of its business after the date hereof or the Closing Date on substantially the same basis as heretofore operated or which would restrict the ability of the Purchaser to acquire any of the Corporation Shares.
| 3.08 | Mining Claims and Leases |
Schedule “A” sets forth a full, accurate and complete list of all of the Mining Claims and Leases that NME Texas will hold or has applied for by the Closing Date. As at the Closing Date, the Corporation, through NME Texas, will have good and marketable title to and legal and beneficial ownership of such Mining Claims and Leases, free and clear of all Liens. Each of the Mining Claims and Leases is a valid, binding and enforceable obligation of the parties thereto, is in full force and effect according to its terms, and has not been released, cancelled or terminated. As at the Closing Date, NME Texas, the Corporation, and the Vendor will be in compliance in all material respects with respect to the Mining Claims and Leases. NME Texas, the Corporation, and the Vendor will have made all filings and paid all staking fees, initial claim filing fees, rentals, assessments payments and other fees necessary to maintain the Mining Claims and Leases in good standing as at the Closing Date. The Mining Claims and Leases are sufficient for the purposes of investigating, prospecting, exploring (by geophysical and other methods), drilling and operating for Uranium.
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| 3.09 | Corporation Contracts |
Other than the Mining Claims and Leases, there are no Contracts to which the Corporation or NME Texas is a party or by which the Corporation, NME Texas, or the Assets are bound, nor under which the Corporation or NME Texas has, or will have, any liability or contingent liability.
| 3.10 | Authorizations |
As at the Closing Date, the Corporation will own, hold, possess or lawfully use in the operation of its business, through NME Texas where applicable, all Authorizations (including, without limitation, all Permits, Easements and Surface Rights) which are necessary for the conduct of its business as presently or previously conducted or for the ownership and use of its assets and property (including, without limitation, the Assets), free and clear of all Liens, and in compliance with all Applicable Laws. None of NME Texas, the Corporation, the Vendor, nor any affiliate thereof is in default, nor received any notice of any default, with respect to any such Authorizations (including, without limitation, all Permits, Easements and Surface Rights). All such Authorizations (including, without limitation, all Permits, Easements and Surface Rights) are renewable by their terms or in the ordinary course of business without the need for the Corporation to comply with any special qualification or procedures or to pay any amounts other than routine filing fees. None of such Authorizations (including, without limitation, all Permits, Easements and Surface Rights) will be adversely affected by the consummation of the transactions contemplated herein.
| 3.11 | Compliance with Laws |
Each of NME Texas, the Corporation, and the Vendor is conducting, and has conducted since incorporation, its business in compliance with all Applicable Laws of each jurisdiction in which its business is carried on. Without limiting the generality of the foregoing, during the period of NME Texas, the Corporation, and the Vendor’s operation and/or ownership of the Assets, and to the best of the Vendor’s knowledge, during the period any other Person has operated and/or owned the Assets, the Assets have been operated in accordance with all Applicable Laws in all material respects. None of NME Texas, the Corporation, the Vendor nor any affiliate thereof has been notified by any Governmental Authority of any investigation with respect to it or the Assets that is pending or threatened, nor has any Governmental Authority notified NME Texas, the Corporation, the Vendor, nor any affiliate thereof of such Governmental Authority’s intention to commence or to conduct any investigation that would be reasonably likely to have a Material Adverse Effect on the Corporation, the Vendor, or the Assets.
| 3.12 | Environmental Compliance |
There is no Environmental Liability, nor factors likely to give rise to any Environmental Liability, affecting any of the properties, assets or rights (including, without limitation, the Assets) of NME Texas that individually or in the aggregate could reasonably be expected to have a Material Adverse Effect on NME Texas, the Corporation, or the Assets and none of NME Texas, the Corporation, the Vendor, nor any affiliate thereof, and to the best of the Vendor’s knowledge any other Person that has operated and/or owned the Assets, has violated or infringed any Environmental Law now in effect or any then current Environmental Law as applied at that time.
| 3.13 | Consents, etc. |
No Consent, approval, order or Authorization of, or registration or declaration with, any Person (including any applicable Governmental Authority with jurisdiction over NME Texas, the Corporation and/or the Assets), is required to be obtained by the Corporation or the Vendor in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.
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| 3.14 | Taxes |
All Taxes due and payable by NME Texas and the Corporation have been paid. All tax returns, declarations, remittances and filings required to be filed by NME Texas and the Corporation have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted. To the best of the knowledge of the Vendor, no examination of any tax return of NME Texas or the Corporation is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by NME Texas or the Corporation.
| 3.15 | Options Regarding Assets |
No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, option, understanding or commitment to purchase or otherwise acquire, directly or indirectly, any interest in NME Texas or the Corporation’s assets or property (including, without limitation, the Assets) and there are no actual, alleged or, to the best of the knowledge of the Vendor, potential or future adverse Claims, challenges, suits, actions, prosecutions, investigations or proceedings against or to, the ownership of, or title to, the Assets, nor is there any basis for any of the foregoing; and there are no Claims in progress, pending, or to the best of the knowledge of the Vendor, threatened, that could result in the variation, revocation, cancellation or suspension of (including, without limitation, ownership of, or title to) any Assets.
| 3.16 | Employees and Management and Consulting Agreements |
Neither NME Texas nor the Corporation have any employees, and neither of NME Texas or the Corporation is a party to any employment, management or consulting agreement of any kind whatsoever.
| 3.17 | Subsidiaries and Investments |
NME Texas has, and at the Time of the Closing will have, no subsidiaries. The Corporation’s only subsidiary is NME Texas.
| 3.18 | Financial Statements |
The Corporation has not maintained any separate Corporation Financial Statements. Financial information on NME Texas and the Corporation has been provided to the Purchaser as at the date hereof, and there has been no Material Adverse Effect to such financial information of NME Texas nor the Corporation since the date thereof, and the business of NME Texas and the Corporation will have been carried on in the usual and ordinary course consistent with past practice since the date thereof.
| 3.19 | Litigation |
There is no Claim, action, suit or proceeding, at law or in equity, by any Person, nor any arbitration, administrative or other proceeding by or before (or to the best knowledge of the Vendor, any investigation by) any Governmental Authority pending, or, to the best of the knowledge of the Vendor, threatened against or affecting the Assets, NME Texas, the Corporation or the Vendor. None of the Assets, NME Texas, the Corporation, nor the Vendor is subject to any judgment, order or decree entered in any lawsuit or proceeding.
| 3.20 | Corporate Records |
The Corporate Records of NME Texas and the Corporation are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and with the organizational documents of NME Texas and the Corporation, and without limiting the generality of the foregoing: (i) the respective record books of NME Texas and the Corporation contain complete and accurate records of each company since the incorporation thereof; (ii) the record books contain all written resolutions passed by the directors and shareholders of NME Texas and the Corporation and all such resolutions were duly passed; (iii) the documents evidencing the NME Texas Shares and Corporation Shares and any transfers thereof are complete and accurate, and all such transfers have been duly completed and approved; and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers of NME Texas and the Corporation were duly elected or appointed, as the case may be.
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| 3.21 | Books and Records |
All Books and Records of both NME Texas and the Corporation have been fully, properly and accurately kept and, where required, completed in accordance with US GAAP or IFRS, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.
| 3.22 | Liabilities |
Neither NME Texas nor the Corporation has guaranteed or is otherwise liable for the indemnification, assumption, endorsement or like commitment with respect to the Liabilities (contingent or otherwise) of any other Person. NME Texas and the Corporation do not have any Liabilities whether absolute, accrued, contingent or otherwise, and neither NME Texas nor the Corporation (a) will incur any additional Liabilities whether absolute, accrued, contingent or otherwise, without the prior written approval of the Purchaser; nor will either (b) on the Closing Date, have any Liabilities whether absolute, accrued, contingent or otherwise, owing to the Vendor.
| 3.23 | Broker’s or Finder’s Fee |
The Corporation has not authorized any Person to act as broker or finder or in any other similar capacity in connection with the transactions contemplated by this Agreement in any manner that may or will impose liability on the Purchaser or the Corporation.
ARTICLE 4 -
ADDITIONAL REPRESENTATIONS AND WARRANTIES REGARDING THE VENDOR
The Vendor represents and warrants to the Purchaser as follows, and confirms that the Purchaser is relying upon such representations and warranties in connection with the purchase by the Purchaser of the Corporation Shares:
| 4.01 | Title to Corporation Shares |
The Corporation Shares are, and as at the Closing Time will be, owned by the Vendor as the registered and beneficial owner thereof with a good title thereto, free and clear of all Liens. The Vendor has the right, power, capacity and authority to enter into this Agreement and to sell the Corporation Shares contemplated herein. All rights and powers to vote the Corporation Shares are held exclusively by the Vendor. The Corporation Shares held by the Vendor are validly issued, fully paid and non-assessable, were not issued in violation of the terms of any agreement or other understanding and were issued in compliance with all Applicable Laws. The delivery of the Corporation Shares by the Vendor to the Purchaser pursuant to the provisions hereof will transfer to the Purchaser valid title thereto of such Corporation Shares, free and clear of all Liens.
| 4.02 | Due Incorporation, Existence and Corporate Power |
The Vendor is duly organized and validly existing and in good standing under the Applicable Laws of its jurisdiction of organization and has all necessary corporate power and authority to enter into this Agreement and any other agreement to which it is or is to become a party pursuant to the terms hereof and to perform its obligations hereunder and thereunder. The Vendor is not insolvent under Applicable Laws and is able to pay its debts as they fall due.
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| 4.03 | Options, etc. |
Except for the Purchaser’s rights hereunder, no Person has any option, warrant, right, call, commitment, conversion right, right of exchange or other agreement or any right or privilege (whether by Applicable Laws, pre-emptive or contractual) capable of becoming an option, warrant, right, call, commitment, conversion right, right of exchange or other agreement for the purchase from the Vendor of any of the Corporation Shares.
| 4.04 | Validity of Agreement |
| (a) | The execution, delivery and performance by the Vendor of this Agreement and the execution, delivery and performance by the Vendor of or under any other agreements or instruments to which it is or is to become a party pursuant to the terms hereof, and the consummation of the transactions contemplated hereunder and thereunder: |
| (i) | has been duly authorized by all necessary corporate action on the part of the Vendor; and |
| (ii) | do not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a violation or a breach of, or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligation under: (A) any charter, by-law or trust deed instruments of the Vendor, (B) any mortgage, note, indenture contract, instrument, lease, license or permit to which the Vendor is a party or by which the Vendor is bound or to which any property or material assets of the Vendor is subject, (C) any Applicable Laws or (D) any judgment, decree or order binding the Vendor or its property or assets. |
| (b) | This Agreement has been, and each additional agreement or instrument required to be delivered pursuant to this Agreement will be at the Closing Time, duly authorized, executed and delivered by the Vendor and each is or will be at the Closing Time, a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms. |
| 4.05 | Restrictive Documents |
The Vendor is not subject to, or a party to, any charter, by-law or trust deed restriction, any Applicable Laws, any Claim, any contract or instrument, any Lien, or any other restriction of any kind or character which would prevent the consummation of the transactions contemplated by this Agreement, or compliance by the Vendor with the terms, conditions and provisions hereof, or the continued operation of the Assets or the Corporation’s business after the date hereof or the Closing Date on substantially the same basis as heretofore operated, or which would restrict the ability of the Purchaser to acquire any of the Corporation Shares from the Vendor.
| 4.06 | Consents, etc. |
No Consent, approval, order or Authorization of, or registration or declaration with, any Person (including any applicable Governmental Authority with jurisdiction over the Vendor), is required to be obtained in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein.
| 4.07 | Litigation |
There is no Claim, action, suit or proceeding, at law or in equity, by any Person, nor any arbitration, administrative or other proceeding by or before (or to the best knowledge of the Vendor, any investigation by) any Governmental Authority pending, or, to the best of the knowledge of the Vendor, threatened against or affecting the Vendor that may affect or prevent the consummation of the transactions contemplated hereunder.
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ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
The Purchaser represents and warrants as follows to the Vendor and acknowledges and confirms that the Vendor is relying on such representations and warranties in connection with the sale by the Vendor of the Corporation Shares:
| 5.01 | Due Incorporation, Existence and Corporate Power |
The Purchaser is a corporation validly existing and in good standing under Applicable Laws. The Purchaser has all necessary corporate power and authority to own or lease its properties and assets, to carry on its business as presently being conducted by it and as proposed to be conducted by it upon completion of the Transaction, to enter into this Agreement and to the other agreements to which it is or is to become a party pursuant to the terms hereof, and to perform its obligations hereunder and thereunder. The Purchaser is not a reporting issuer or equivalent under applicable securities legislation and there is not a published market for any securities of the Purchaser. The Purchaser is not insolvent under Applicable Laws and is able to pay its debts as they fall due.
| 5.02 | Qualification |
The Purchaser is duly qualified, licensed or registered to carry on its business as now being conducted in all jurisdictions in which the nature of the business conducted by it or the property owned or leased by it makes such qualification, licensing or registration necessary.
| 5.03 | Authorized Capital of the Purchaser |
The authorized capital of the Purchaser consists of an unlimited number of common shares and, as at the date hereof, there are 17,251,000 common shares issued and outstanding as fully paid and non-assessable.
| 5.04 | Validity of Agreement |
| (a) | The execution, delivery and performance by the Purchaser of this Agreement and the execution, delivery and performance by the Purchaser of or under any other agreements or instruments to which it is or is to become a party pursuant to the terms hereof, and the consummation of the transactions contemplated hereunder and thereunder: |
| (i) | have been duly authorized by all necessary corporate action on the part of the Purchaser; and |
| (ii) | do not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a violation or a breach of, or a default under or give rise to a right of termination, amendment or cancellation or the acceleration of any obligation under: (A) any charter, by-law or trust deed instruments of the Purchaser, as applicable, (B) any mortgage, note, indenture contract, instrument, lease, licence or permit to which the Purchaser is a party or under which the Purchaser is bound or to which any property or material assets of the Purchaser is subject, (C) any Applicable Laws, or (D) any judgment, decree or order binding the Purchaser or its property or material assets. |
| (b) | This Agreement has been, and each additional agreement or instrument required to be delivered pursuant to this Agreement will be at the Closing Time, duly authorized, executed and delivered by the Purchaser and each is or will be at the Closing Time, a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance its terms. |
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| 5.05 | Restrictive Documents |
The Purchaser is not subject to, or a party to, any charter, by-law or trust deed restriction, any Applicable Laws, any Claim, any contract or instrument, any Lien or any other restriction of any kind or character which would prevent the consummation of the transactions contemplated by this Agreement or compliance by the Purchaser with the terms, conditions and provisions hereof or which would restrict the ability of the Vendor to acquire any of the Consideration Shares.
| 5.06 | Title to Assets |
Except for cash, the Purchaser has no material assets or property as at the date of this Agreement.
| 5.07 | Compliance with Laws |
The Purchaser is conducting its business in compliance with all Applicable Laws of each jurisdiction in which its business is carried on, except for acts of non-compliance which in the aggregate would not have a Material Adverse Effect on the Purchaser. The Purchaser has not been notified by any Governmental Authority of any investigation with respect to it that is pending or threatened, nor has any Governmental Authority notified the Purchaser of such Governmental Authority’s intention to commence or to conduct any investigation that would be reasonably likely to have a Material Adverse Effect on the Purchaser.
| 5.08 | Authorizations |
There are no material Authorizations necessary for the conduct of the Purchaser’s business as at the date of this Agreement.
| 5.09 | Consents, etc. |
No Consent, approval, order or Authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over the Purchaser is required to be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated herein, except for those Consents, orders, Authorizations, declarations, registrations or approvals which are contemplated by this Agreement, or those Consents, orders, Authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the completion of the Transaction, the Going Public Transaction, or otherwise prevent the Purchaser from performing its obligations under this Agreement and could not reasonably be expected to have a Material Adverse Effect on the Purchaser.
| 5.10 | Taxes |
All Taxes due and payable by the Purchaser have been paid except for where the failure to pay such taxes would not constitute a Material Adverse Effect on the Purchaser. All tax returns, declarations, remittances and filings required to be filed by the Purchaser have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the failure to file such documents would not result in a Material Adverse Effect on the Purchaser. To the best of the Purchaser’s knowledge, no examination of any tax return of the Purchaser is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Purchaser except where such examinations, issues or disputes would not result in a Material Adverse Effect on the Purchaser.
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| 5.11 | No Options Regarding Assets or Properties |
No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, option, understanding or commitment for the purchase from the Purchaser of any of its assets or property.
| 5.12 | Real Property |
The Purchaser does not own or lease any real property or any interest therein as at the date of this Agreement, nor is it, as at the date of this Agreement, under any agreement or option to own or lease any real property or any interest therein, other than in connection with this Agreement.
| 5.13 | Litigation |
There is no action, suit or proceeding, at law or in equity, by any Person, nor any arbitration, administrative or other proceeding by or before (or to the best knowledge of the Purchaser any investigation by) any Governmental Authority pending, or, to the best of the knowledge of the Purchaser, threatened against or affecting the Purchaser or any of its properties, rights or assets. The Purchaser is not subject to any judgment, order or decree entered in any lawsuit or proceeding.
| 5.14 | Books and Records |
All Books and Records of the Purchaser have been fully, properly and accurately kept and, where required, completed in accordance with IFRS and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.
| 5.15 | Corporate Records |
The Corporate Records of the Purchaser are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and with the constating documents of the Purchaser, and without limiting the generality of the foregoing: (a) the minute books contain complete and accurate minutes of all meetings of the directors and shareholders of the Purchaser held since the incorporation thereof, and all such meetings were duly called and held; (b) the minute books contain all written resolutions passed by the directors and shareholders of the Purchaser and all such resolutions were duly passed; and (c) the registers of directors and officers are complete and accurate and all former and present directors and officers of the Purchaser were duly elected or appointed, as the case may be.
ARTICLE 6
COVENANTS OF THE PARTIES
| 6.01 | Restrictive Covenants of the Corporation |
The Corporation covenants and agrees that it will not, and it will not permit or cause NME Texas to, and the Vendor covenants and agrees that it will not permit or cause the Corporation to, from the date hereof to and including the Closing Date, except as necessary to complete the Transaction or with the prior written consent of the Purchaser:
| (a) | declare, pay or set aside any dividends or provide for any distribution of its properties or assets, (including the Assets), or make any payment by way of return of capital, to its shareholders; |
| (b) | split, combine or reclassify any outstanding shares; |
| (c) | enter into any Material Contract without the consent of the Purchaser; |
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| (d) | redeem, purchase or offer to purchase any of its shares or other securities; |
| (e) | reorganize, amalgamate or merge with any other person in any manner whatsoever; |
| (f) | acquire or agree to acquire (by merger, amalgamation, acquisition of securities or assets or otherwise) any Person or any assets or properties (including the Assets) other than in the ordinary course of its business; |
| (g) | incur or commit to incur any indebtedness for borrowed money or issue any debt securities; |
| (h) | issue or commit to issue any shares, rights, warrants or options to purchase such shares, or any securities convertible into such shares, warrants or options; |
| (i) | alter or amend in any way its organizational documents as the same exist at the date of this Agreement, other than as necessary to complete the transactions contemplated in this Agreement; |
| (j) | take any action which would be outside the ordinary course of business or which may result in a Material Adverse Effect in its affairs; |
| (k) | sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of the Assets; |
| (l) | engage in any business enterprise or other activity materially different from that carried on or intended to be carried on as at the date hereof; |
| (m) | enter into any transaction with or make payments to a party with which it does not deal at arm’s length, other than in the ordinary course of business consistent with past practice; |
| (n) | grant any director, officer or employee who has a policy-making function any increase in compensation or in severance or termination pay (whether or not such compensation or pay is payable in cash), or enter into or modify any employment or consulting agreement with any such director, officer or employee, or hire or promote any such person; or |
| (o) | perform any act or enter into any transaction or negotiation which might materially adversely interfere or be materially inconsistent with the consummation of the transactions contemplated under this Agreement. |
| 6.02 | Positive Covenants of the Corporation |
The Corporation covenants and agrees that it will, and the Vendor covenants and agrees that it will cause the Corporation to:
| (a) | use all commercially reasonable efforts to obtain, before the Closing Date, all necessary Consents, Authorizations, exemptions, assignments, waivers, orders or other approvals from domestic or foreign courts, Governmental Authorities, shareholders, and any third parties, and obtain any amendments or terminations to any instrument or agreement, and take such other measures as may be necessary to fulfill its obligations under and to carry out the transactions contemplated by this Agreement; |
| (b) | provide the Purchaser in a timely manner, on request by the Purchaser, with all relevant information concerning the Corporation, NME Texas, and their business, assets, property and operations (including the Assets), and financial information of the Corporation and NME Texas, and supporting documentation as is necessary for the Purchaser to prepare its financial statements, or otherwise required by any securities regulatory authority or stock exchange or under Applicable Laws in connection with the Going Public Transaction; |
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| (c) | provide the Purchaser and/or Resulting Issuer with reasonable assistance in support of any technical disclosure on the Properties, including technical report(s), that is required by the Exchange or by Applicable Laws to complete the Going Public Transaction; |
| (d) | co-operate with the Purchaser in connection with the Purchaser’s efforts to complete the Going Public Transaction, including providing all reasonably requested information necessary to meet Applicable Laws and Exchange requirements; |
| (e) | act in good faith and use commercial reasonable efforts to avoid causing any delays or obstacles to the Going Public Transaction; |
| (f) | co-operate with each of the other Parties in connection with the performance by the other Parties of their obligations under this Article 6; |
| (g) | promptly notify the Purchaser if, at any time before the closing of the Going Public Transaction, it becomes aware that a filing or an application described in Subsection 6.02(h) contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to such filing or application; and in any such event, shall cooperate in the preparation of a supplement or amendment to such other document, as required and as the case may be; |
| (h) | make all necessary registrations, filings, applications and submissions for information under Applicable Laws, or as requested by any Governmental Authority, required on its part in connection with the transactions contemplated herein, and take all reasonable action necessary to be in compliance with such Applicable Laws; |
| (i) | conduct and operate its business and affairs only in the ordinary course consistent with past practices and use all commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other Persons; |
| (j) | use all commercially reasonable efforts to conduct its affairs so that all of the representations and warranties regarding the Vendor and the Corporation contained herein shall be true and correct on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; |
| (k) | use all commercially reasonable efforts to cause each of the conditions precedent set forth in Sections 7.01 and 7.02 to be complied with; |
| (l) | use all commercially reasonable efforts to negotiate, finalize, and execute the Royalty Agreement as described in Sections 2.02(c) and 2.06 of this Agreement; |
| (m) | notify the Purchaser immediately: (A) upon becoming aware that any of the representations and warranties regarding the Vendor or the Corporation contained herein are no longer true and correct in any material respect, or (B) of any event or state of facts which occurrence or failure would or would be likely to result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Vendor or the Corporation hereunder prior to the closing of the Going Public Transaction; and |
| (n) | subject to the terms hereof, deliver or cause to be delivered all closing deliveries required to be delivered by the Vendor and the Corporation pursuant to this Agreement. |
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| 6.03 | Restrictive Covenants of the Purchaser |
The Purchaser covenants and agrees that it will not, from the date hereof to and including the date the Going Public Transaction closes, except as contemplated by this Agreement, in connection with the Going Public Transaction, or with the prior written consent of the Vendor:
| (a) | declare, pay or set aside any dividends or provide for any distribution of its properties or assets (including the Properties, Assets, Corporation Shares, and NME Texas Shares following the Closing), or make any payment by way of return of capital, to its shareholders; |
| (b) | split, combine or reclassify any outstanding shares (including the Corporation Shares and NME Texas Shares following the Closing); |
| (c) | redeem, purchase or offer to purchase any of its shares or other securities (including the Corporation Shares and NME Texas Shares following the Closing); |
| (d) | incur or commit to incur any indebtedness for borrowed money or issue any debt securities; |
| (e) | alter or amend in any way its constating documents as the same exist at the date of this Agreement, other than in connection with the creation of the class of Preferred Shares; |
| (f) | take any action which would be outside the ordinary course of business or which may result in a Material Adverse Effect in its affairs; |
| (g) | sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets (including the Assets, Properties, Corporation Shares, or NME Texas Shares following the Closing); |
| (h) | engage in any business enterprise or other activity, other than as contemplated herein and as required and under Applicable Laws; |
| (i) | enter into any transaction or negotiation in respect of a transaction other than a Going Public Transaction that upon consummation thereof would (i) constitute a Change of Control as defined in Schedule “B”, or (ii) otherwise constitute a merger, consolidation or other similar transaction that is not a Change of Control, in either case without the prior written consent of the Vendor, or |
| (j) | perform any act or enter into any transaction or negotiation which might have a Material Adverse Effect or otherwise be materially inconsistent with the consummation of the transactions contemplated under this Agreement. |
| 6.04 | Positive Covenants of the Purchaser |
The Purchaser covenants and agrees that it will:
| (a) | use all commercially reasonable efforts to obtain, before the closing of the Going Public Transaction, all necessary Consents, Authorizations, exemptions, assignments, waivers, orders or other approvals from domestic or foreign courts, Governmental Authorities, shareholders, and any third parties, and obtain any amendments or terminations to any instrument or agreement, and take such other measures as may be necessary to fulfill its obligations under and to carry out the transactions contemplated by this Agreement, including, but not limited to, obtaining shareholder consent to create the new class of Preferred Shares that include substantially the terms as set out in Schedule “B”; |
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| (b) | use all commercially reasonable efforts to complete the Going Public Transaction and concurrent listing of the Resulting Issuer’s shares on the Exchange and effectiveness of the Distribution Registration Statement; |
| (c) | include in any agreement to effect a Going Public Transaction (a “Going Public Agreement”) an obligation of the Resulting Issuer to comply with the provisions of this Agreement applicable to the Resulting Issuer, including but not limited to Sections 2.03(b), 2.03(c) and 2.05, and to require that the Resulting Issuer enter into a registration rights agreement with the Vendor on the same terms as the Registration Rights Agreement attached hereto as Schedule “C”. concurrently with the Going Public Agreement. |
| (d) | provide the Vendor, at the request of the Vendor, no later than 20 days from the Vendor’s request, with all relevant information concerning the Purchaser and its business, property, operations and financial statements that is required by Applicable Laws, the Vendor’s auditors, or otherwise reasonably requested by the Vendor, in connection with preparation of the Vendor’s financial statements or other required public disclosures, which for so long as the Vendor shall be required by Applicable Laws to account for the Purchaser in its financial statements, shall include the following, provided that: |
| (i) | if the Purchaser has not yet completed a Going Public Transaction, the Purchaser shall provide unaudited financial information, including but not limited to the trial balance, general ledger, and working papers, and supporting documents and information for the foregoing, as soon as practical after each fiscal period end of the Purchaser, and in any event no less than fifteen (15) days prior to the required filing deadline for the Vendor's financial statements in accordance with Applicable Laws, being currently 40 days from each fiscal quarter ended March 31, June 30, and September 30, and 60 days from each fiscal year ended December 31; |
| (ii) | following the completion of a Going Public Transaction, the Purchaser shall provide complete and accurate unaudited financial statements, including but not limited to the balance sheet, income statement, cash flow statement, any accompanying notes, and supporting documents and information for the foregoing, as soon as practical after each fiscal period end, and in any event no less than fifteen (15) days prior to the required filing deadline for the Vendor's financial statements, with such financial statements prepared in accordance with the accounting standards applicable to the Purchaser or the Resulting Issuer, as applicable (which shall be either IFRS or U.S. GAAP), and shall fairly present the financial condition and results of operations of the Purchaser or the Resulting Issuer, as applicable, for the relevant period; |
| (iii) | the Vendor covenants and agrees to notify the Purchaser of any change to such fiscal period filing deadlines; |
| (iv) | the Purchaser shall also provide: (A) trial balance or balance sheet, income statement, and cash flow statement for each month; and (B) any additional financial information reasonably requested by the Vendor to assess the financial position of the Purchaser or the Resulting Issuer, as applicable, which shall be provided to the Vendor within 20 days of request; |
| (v) | the Vendor shall have the right, at its sole expense, to conduct an audit of the financial statements or information provided by the Purchaser or the Resulting Issuer, as applicable, hereunder; and |
| (vi) | if the Purchaser does not provide the required information by the deadlines set out in this Section 6.04(d), or such information is inaccurate or incomplete in any material respect, the Purchaser covenants to indemnify the Vendor for any additional costs or losses associated with the preparation, review, audit, late filing or re-filing of the Vendor’s financial statements incurred by the Vendor and directly resulting from the Purchasers’ failure to provide the information as required by this Section 6.04(d). |
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| (e) | co-operate with each of the other Parties in connection with the performance by the other Parties of their obligations under this Article 6; |
| (f) | promptly notify the Vendor if, at any time before the date the Going Public Transaction closes, it becomes aware that a filing or an application described in Section 6.04(h) contains any misrepresentation or any untrue statement of a material fact, or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to such filing or application; |
| (g) | subject to the Corporation and the Vendor complying with Section 6.02(b), ensure that the disclosure document filed with the Exchange and the SEC for the Going Public Transaction complies in all material respects with all Applicable Laws and, without limiting the generality of the foregoing, that the disclosure document does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made; |
| (h) | ensure that the Distribution Registration Statement filed with the SEC complies in all material respects with all Applicable Laws and, without limiting the generality of the foregoing, that the Distribution Registration Statement does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading (other than with respect to any Vendor Provided Information); |
| (i) | make all necessary registrations, filings, applications and submissions for information under Applicable Laws, or as requested by any Governmental Authority, required on its part in connection with the transactions contemplated herein, and take all reasonable action necessary to be in compliance with such Applicable Laws; |
| (j) | make all necessary Tax or other withholding payments and filings as may be required under Applicable Laws, or as requested by any Governmental Authority; |
| (k) | use all commercially reasonable efforts to conduct its affairs so that all of its representations and warranties contained herein shall be true and correct on and as of the Closing Date as if made on the Closing Date, except to the extent that such representations and warranties require modification to give effect to the transactions contemplated herein; |
| (l) | use all commercially reasonable efforts to cause each of the conditions precedent set forth in Sections 7.01 and 7.03 to be complied with; |
| (m) | use all commercially reasonable efforts to negotiate, finalize, and execute the Royalty Agreement as described in Sections 2.02(c) and 2.06 of this Agreement; |
| (n) | notify the Corporation and the Vendor immediately: (A) upon becoming aware that any of its representations and warranties contained herein are no longer true and correct in any material respect, or (B) of any event or state of facts which occurrence or failure would or would be likely to result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Purchaser hereunder prior to the closing of the Going Public Transaction; and |
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| (o) | subject to the terms hereof, deliver or cause to be delivered all closing deliveries required to be delivered by the Purchaser pursuant to this Agreement. |
ARTICLE 7 -
CONDITIONS OF CLOSING
| 7.01 | Mutual Conditions Precedent |
The respective obligations of the Parties to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions any of which may be waived by the mutual consent of the Parties without prejudice to their rights to rely on any other of such conditions:
| (a) | the shareholders of the Purchaser shall have approved the creation of the Consideration Shares in accordance with the provisions of the Business Corporations Act (British Columbia); |
| (b) | there shall not exist any prohibition under Applicable Laws against the consummation of the Transaction; |
| (c) | there shall not be in force any order or decree restraining or enjoining the consummation of the Transaction; |
| (d) | all Consents, orders and approvals, including, without limitation, shareholder, stock exchange, and regulatory approvals, required or necessary or desirable for the completion of the Transaction shall have been obtained or received from the persons having jurisdiction in the circumstances, all on terms satisfactory to each of the Parties, acting reasonably; |
| (e) | since the date hereof to the Closing Date, no Applicable Laws or proposed Applicable Laws, any change in any Applicable Laws, or the interpretation or enforcement of any Applicable Laws shall have been introduced, enacted or announced (including the introduction, enactment or announcement of any Applicable Laws respecting taxes or the Environment or any change therein or in the interpretation or enforcement thereof), the effect of which will be to prevent or materially impair the completion of the transactions contemplated herein; and |
| (f) | this Agreement shall not have been terminated in accordance with Section 12.01. |
| 7.02 | Conditions for the Benefit of the Purchaser |
The purchase and sale of the Corporation Shares on the terms and conditions set out in this Agreement is subject to the following conditions to be fulfilled or performed at or prior to the Closing Time, which conditions are for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser in its sole discretion:
| (a) | the representations and warranties regarding the Vendor and the Corporation contained in this Agreement shall be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, and the Vendor, the Vendor and the Corporation shall also have executed and delivered a certificate to that effect. The receipt of such evidence and the Closing shall not be a waiver of the representations and warranties of the Vendor or the Corporation which are contained in this Agreement. Upon the delivery of such certificates, the representations and warranties of the Vendor and the Corporation in Articles 3 and 4 shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date; |
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| (b) | the Vendor and the Corporation, as applicable, shall have fulfilled or complied with all covenants herein contained to be performed or caused to be performed by them at or prior to the Closing Time, no Material Adverse Effect shall have occurred in respect of the Corporation, or the Vendor since the date of this Agreement and the Vendor, and the Corporation shall each have delivered a certificate to that effect. The receipt of such certificates at the Closing shall not be a waiver of the covenants of the Vendor and the Corporation which are contained in this Agreement; |
| (c) | all Consents and Authorizations and all other required consents and authorizations shall have been obtained (and shall be in full force and effect) on terms acceptable to the Purchaser, acting reasonably, in order to permit the Closing of the purchase and sale of the Corporation Shares on the terms and conditions set out in this Agreement without adversely affecting, or resulting in the violation or a breach of or a default under or any termination, cancellation, amendment or acceleration of any obligation under any Authorization, Mining Claim, Lease, or other Contract in connection with the Assets or the Corporation’s business; |
| (d) | the purchase of the Corporation Shares shall not be prohibited by any Applicable Laws or governmental order or regulation or by any order, decree or judgment of any court of competent jurisdiction, nor shall any Person have initiated any action or proceeding before any court or Governmental Authority seeking damages or other remedies against the Purchaser for having entered into this Agreement and/or seeking to enjoin the Purchaser from consummating the transactions contemplated by this Agreement; |
| (e) | the Purchaser shall have received from the Vendor all requested financial information of the Corporation as necessary and reasonable to prepare the Corporation Financial Statements in such form as is required in accordance with Applicable Laws or otherwise to complete the Going Public Transaction, up to the Closing Date, provided that the preparation and audit of such Corporation Financial Statements will be at the expense of the Purchaser; |
| (f) | at the Closing Date, the Vendor shall have delivered or caused to be delivered to the Purchaser the following in form and substance satisfactory to the Purchaser, acting reasonably: |
| (i) | all Books and Records of the Corporation including (A) the organizational documents of the Corporation; (B) all resolutions of the directors and shareholders of the Corporation, as applicable, approving the entering into of this Agreement and the completion of all transactions contemplated herein; and (C) all other instruments evidencing necessary corporate action of the Corporation with respect to such matters; |
| (ii) | a certificate of status (or the equivalent) with respect to the Vendor and the Corporation issued by the appropriate Governmental Authority of the jurisdiction of its incorporation; |
| (iii) | certificates of the Vendor and of the Corporation as contemplated in Section 7.02(a) of this Agreement; |
| (iv) | certificates of the Vendor and of the Corporation as contemplated in Section 7.02(b) of this Agreement; |
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| (v) | evidence that all necessary steps and proceedings have been taken by the Vendor and the Corporation to the satisfaction of the Purchaser, acting reasonably, to permit all of the Corporation Shares to be fully and validly transferred to the Purchaser; |
| (vi) | all necessary assurances, transfers, and assignments, including all necessary Consents, and any other instruments necessary or reasonably required to effectively carry out the intent of this Agreement and to transfer the Corporation Shares to the Purchaser, free and clear of all Liens; and |
| (g) | all proceedings to be taken in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Purchaser and the Purchaser shall have received copies of all such instruments and other evidence as it may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith. |
| 7.03 | Conditions for the Benefit of the Vendor |
The purchase and sale of the Corporation Shares on the terms and conditions set out in this Agreement is subject to the following conditions to be fulfilled or performed at or prior to the Closing Time, which conditions are for the exclusive benefit of the Vendor and may be waived by the Vendor in its sole discretion:
| (a) | the representations and warranties of the Purchaser contained in this Agreement shall be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date, and the Purchaser shall also have executed and delivered a certificate to that effect. The receipt of such evidence and the Closing shall not be a waiver of the representations and warranties of the Purchaser which are contained in this Agreement. Upon the delivery of such certificates, the representations and warranties of the Purchaser in Article 5 shall be deemed to have been made on and as of the Closing Date with the same force and effect as if made on and as of such date; |
| (b) | the Purchaser shall have fulfilled or complied with all covenants herein contained to be performed or caused to be performed by it at or prior to the Closing Time, no Material Adverse Effect shall have occurred in respect of the Purchaser since the date of this Agreement and the Purchaser shall have delivered a certificate to that effect. The receipt of such certificate at the Closing shall not be a waiver of the covenants of the Purchaser which are contained in this Agreement; |
| (c) | at the Closing, the Purchaser shall have delivered or caused to be delivered to the Vendor, or as the Vendor may otherwise direct, the following in form and substance satisfactory to the Vendor, acting reasonably: |
| (i) | a Registration Rights agreement, in substantially the form in Schedule C hereto, executed by the Purchaser. |
| (ii) | a certificate of status (or the equivalent) with respect to the Purchaser issued by the appropriate Governmental Authority of the jurisdiction of its incorporation; |
| (iii) | a certificate of the Purchaser as contemplated in Section 7.03(a) of this Agreement; |
| (iv) | a certificate of the Purchaser as contemplated in Section 7.03(b) of this Agreement; and |
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| (d) | all proceedings to be taken in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in form and substance to the Vendor and the Vendor shall have received copies of all such instruments and other evidence as it may reasonably request in order to establish the consummation of such transactions and the taking of all proceedings in connection therewith. |
ARTICLE 8 -
CLOSING
| 8.01 | Closing Procedures |
Subject to satisfaction or waiver by the relevant Party of the conditions of Closing set forth herein, the parties agree that at the Closing Time, the Parties will deliver to the requisite receiving Party the documents described in Section 7.02(f) or 7.03(c), as applicable.
ARTICLE 9 -
SURVIVAL OF REPRESENTATIONS AND WARRANTIES
| 9.01 | Survival of Representations and Warranties |
| (a) | The representations and warranties of the Corporation and the Vendor contained in this Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Purchaser, shall continue in full force and effect for the benefit of the Purchaser for a period of twelve (12) months from the Closing Date, and any Claim in respect thereof shall be made in writing within such time period. |
| (b) | The representations and warranties of the Purchaser contained in this Agreement shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Corporation or the Vendor, shall continue in full force and effect for the benefit of the Corporation and the Vendor for a period of twelve (12) months from the Closing Date, and any Claim in respect thereof shall be made in writing within such time period. |
ARTICLE 10 -
POST-CLOSING COVENANTS
| 10.01 | Further Assurances |
From time to time, subsequent to the Closing Date, each Party shall, at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required effectively to carry out the intent of this Agreement.
ARTICLE 11 -
ARBITRATION
| 11.01 | Reasonable Efforts to Settle Disputes |
In the event of any dispute, Claim, question or difference arising out of or relating to this Agreement or any agreement executed pursuant to this Agreement or any breach hereof, the Parties shall use their reasonable efforts to settle such dispute, Claim, question or difference. To this effect, they shall consult and negotiate with each other, in good faith and understanding of their mutual interests, to reach a just and equitable solution satisfactory to all Parties.
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| 11.02 | Arbitration |
| (a) | The Parties shall attempt to resolve amicably any claims, controversies, failures to agree, disagreements or disputes (each a “Dispute”) between them arising under or related to this Agreement. If the Parties cannot resolve any such Dispute, they shall refer such Dispute to each Parties’ responsible officer, and each Party’s responsible officer shall, within five (5) business days of the Dispute being referred to such responsible officer, contact the other Party’s responsible officer and attempt to resolve such Dispute. If there is no resolution of the Dispute by this means within fifteen (15) business days of the Dispute being referred to the Parties’ responsible officers, then such Dispute shall be submitted to arbitration by written demand of any Party. To demand arbitration, a Party or Parties (the “Claimant”) shall give the other Party or Parties (the “Respondent”) a Notice specifying the issues in dispute, the amount involved and the remedy requested (such Notice, a “Notice of Dispute”). Within twenty (20) business days after receipt of the Notice of Dispute, the Respondent shall answer the Notice of Dispute in writing, specifying the issues the Respondent disputes. |
| (b) | The arbitration shall be determined by a one (1) arbitrator to be agreed upon by the Claimant and the Respondent within ten (10) business days after the Respondent has responded to the Notice of Dispute. If the Claimant and the Respondent cannot agree on the appointment of an arbitrator, the Claimant and the Respondent shall refer the matter to the British Columbia International Commercial Arbitration Centre (the “BCICAC”) and the BCICAC shall appoint the arbitrator. The arbitrator appointed by the Claimant and the Respondent or by the BCICAC shall be experienced and knowledgeable in respect of the matters in dispute as set out in the Notice of Dispute and any response to the Notice of Dispute. No Person shall be appointed or selected as an arbitrator hereunder unless such Person agrees in writing to serve. The selection of an arbitrator, either by agreement of the Claimant and the Respondent or by the BCICAC shall be final and binding on the Claimant and the Respondent. |
| (c) | Except as specifically provided in this Section 11.02, arbitration hereunder shall be conducted in the English language in accordance with the current BCICAC commercial arbitration rules (the “Rules”). The seat of arbitration is Vancouver, British Columbia. The arbitrator shall fix a time and place in Vancouver, British Columbia reasonably convenient for the Claimant and the Respondent, after giving the Claimant and the Respondent not less than seven (7) business days’ notice, for the purpose of hearing the evidence and representations of the Claimant and the Respondent and they shall preside over the arbitration and determine all questions of procedure not provided for under the Rules or this Section 11.02(c). After hearing any evidence and representations that the Claimant and the Respondent may submit, the arbitrator shall make a decision and reduce the same to writing and deliver one copy thereof to the Claimant and the Respondent. The arbitrator shall endeavor to make a decision within forty-five (45) days after its appointment, subject to any reasonable delay due to unavoidable circumstances. Any decision by the arbitrator shall follow and apply Applicable Laws pursuant to Section 12.12. The expense of the arbitration, including travel costs, expert witness and legal fees and costs shall be paid as determined in the discretion of the arbitrator, having due regard for the outcome of the arbitration and the relationship of the result to the positions taken by the Claimant and the Respondent. In the absence of fraud or manifest error, the decision of the arbitrator shall be final and binding upon each of the Parties to the Dispute and the Parties expressly exclude any and all rights to appeal, set aside or challenge any award by the arbitrator insofar as such exclusion can be validly made. |
| (d) | Judgment upon the award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant Party or its assets. Except where matters are expressed herein to be subject to arbitration, the provincial or federal courts sitting in British Columbia, Canada shall have exclusive jurisdiction to hear and determine all matters relating to this Agreement, including enforcement of the obligation to arbitrate. The Parties hereby irrevocably consent, agree and submit to the jurisdiction of the provincial or federal courts sitting in British Columbia, Canada. |
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| (e) | Nothing in this Agreement shall prevent any Party from applying to the provincial or federal courts in British Columbia, Canada for interlocutory, injunctive, provisional, or interim measures, including but not limited to any claim for preliminary injunctive relief. |
ARTICLE 12 -
TERMINATION AND MISCELLANEOUS
| 12.01 | Termination |
This Agreement may be terminated by written notice given by the terminating Party to the other Parties hereto:
| (a) | by mutual written consent of the Vendor and the Purchaser at any time prior to the Closing Date; |
| (b) | by either the Vendor or the Purchaser if the Closing has not occurred on or before April 15, 2025, provided that the terminating Party has not willfully been the cause of the delay; |
| (c) | prior to the Closing, by the Vendor if a breach of any representation or warranty or failure to perform any covenant on the part of the Purchaser under this Agreement occurs that would cause any condition in Sections 2.04, 7.01, or 7.03 to not be satisfied, and such breach or failure is incapable of being cured or is not cured, occurred on or before the Closing, provided that the Vendor is not in breach of any of its covenants under this Agreement; |
| (d) | prior to the Closing, by the Purchaser if a breach of any representation or warranty or failure to perform any covenant on the part of the Vendor or the Corporation under this Agreement occurs that would cause any condition in Sections 7.01 or 7.02 to not be satisfied, and such breach or failure is incapable of being cured or is not cured, occurred on or before the Closing, provided that the Purchaser is not in breach of any of its covenants under this Agreement; or |
| (e) | prior to the Closing by either the Vendor or the Purchaser if a final and non-appealable order shall have been entered in any action or proceeding before any court, Governmental Authority or administration agency either prevents or makes illegal the consummation of the transactions or, by the Purchaser, if such order materially affects in an adverse way the benefit of the transactions to the Purchaser. |
Following termination, other than Section 2.04 and Articles 9, 11, 12 hereof which survive termination, this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of the Parties hereunder, and no Party shall have any other liability for any breach of this Agreement, except for a breach arising from the fraud or willful misconduct of such Party.
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| 12.02 | Notices |
Any notice, direction or other instrument required or permitted to be given hereunder shall be in writing and given by delivering or sending it by email or other similar form of communication addressed:
(a) to the Purchaser at:
Verdera Energy Corp.
313 Albert Avenue
Saskatoon, Saskatchewan S7N 1E9
Attention: Tim Gabruch, Chief Executive Officer
Email: [Email Redacted]
With a copy to:
Farris LLP
Suite 2500, 700 West Georgia Street
Vancouver, British Columbia, V7Y 1B3
Attention : Ronald Murray
Email: rmurray@farris.com
(b) to the Vendor or the Corporation at:
enCore Energy Corp.
101 N. Shoreline Blvd., Suite 450
Corpus Christi, Texas, 78401
Attention : Paul Goranson, Chief Executive Officer
Email: [Email Redacted]
With a copy to:
Morton Law LLP
Suite 1200, 750 West Pender Street
Vancouver, British Columbia, V6C 2T8
Attention: Edward Mayerhofer
Email: elm@mortonlaw.ca
Any such notice, direction or other instrument given as aforesaid shall be deemed to have been effectively given, if sent by email or other similar form of telecommunications on the next business day following such transmission or, if delivered, to have been received on the date of such delivery. Any Party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to the Party at its changed address.
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| 12.03 | Confidentiality |
All of the information, books, records and data to which a Party and/or its respective representatives are given access pursuant to the terms of this Agreement and the Transaction, and all discussions between the Parties (the “Confidential Information”), will, other than in accordance with the terms of this Agreement, not be disclosed to any Person without the prior written approval of the disclosing Party, subject to required disclosure to regulatory authorities and as otherwise required by Applicable Laws. Each Party shall maintain the confidential nature of the Confidential Information of the other in its possession by taking commercially reasonable steps to protect the information from unauthorized use, access and disclosure, which shall be no less than those efforts made by the receiving Party to protect its own confidential information. The receiving Party may disclose Confidential Information of the other only to its representatives who have a “need-to-know” for the purposes of evaluating and negotiating the Transaction or analyzing the Parties hereto. None of the Parties will publicly disclose or make a public announcement concerning the Transaction or related negotiations without the other Party’s prior written approval, except as may be required by Applicable Laws. Where such a public disclosure or public announcement is required, the Party required to make the announcement will inform the other Parties of the contents of the proposed announcement and will make good faith efforts to obtain the other Parties’ approval for the announcement, which approval may not be unreasonably withheld. The Parties covenant and agree to keep confidential all of the information including the Confidential Information obtained by it except for such information which:
| (a) | was already in the possession of the other prior to the date of this Agreement; |
| (b) | is generally available to the public; |
| (c) | is required to be disclosed by a Party to any regulatory body having jurisdiction over the Party/Parties hereto; |
| (d) | is required in the reasonable opinion of a Party or its counsel to be disclosed to its shareholders, creditors or auditors; or |
| (e) | is made available to the other Party on a non-confidential basis from a source other than Person other than a Party, or their representatives. |
Notwithstanding the foregoing provisions, the obligation to maintain the confidentiality of such information will not apply to the extent that disclosure of such information is required in connection with governmental, regulatory or other applicable filings related to the transactions contemplated under this Agreement.
| 12.04 | No Personal Liability |
| (a) | No director, officer, shareholder employee or agent of the Purchaser shall have any personal liability whatsoever to the Corporation or the Vendor under this Agreement or any other document delivered in connection with the Transaction on behalf of the Corporation or the Vendor, as the case may be. |
| (b) | No director, officer, shareholder employee or agent of the Corporation or the Vendor shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the Transaction on behalf of the Purchaser. |
| 12.05 | Entire Agreement |
The terms and provisions herein contained and the schedules hereto constitute the entire agreement between the Parties concerning the Transaction and supersede all previous oral or written communications.
| 12.06 | Expenses |
The Purchaser, the Corporation and the Vendor shall pay each of their respective costs and expenses, including legal and accounting costs and the costs of all brokers, investment bankers, regulatory submissions, fees and fees of other consultants and agents employed in connection with the transaction contemplated by this Agreement, including the Transaction and the Going Public Transaction.
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| 12.07 | Time of the Essence |
Time shall be of the essence of this Agreement.
| 12.08 | Third Party Beneficiaries |
Each Party hereto intends that this Agreement shall not benefit or create any right or cause of action in or on behalf of any Person, other than the Parties hereto, and no Person, other than the Parties hereto, shall be entitled to rely on the provisions hereof in any action, suit, proceeding, hearing or other forum.
| 12.09 | Enurement |
This Agreement shall enure to the benefit of and be binding upon each of the Parties, their executors, administrators and other legal representatives, heirs, successors and any permitted assigns.
| 12.10 | Waiver |
Any waiver or release of any of the provisions of this Agreement, to be effective, must be in writing executed by the Party granting the same.
| 12.11 | Governing Law |
This Agreement shall be governed by and construed in accordance with the Laws of the Province of British Columbia and the federal Laws of Canada applicable therein.
| 12.12 | Severability |
If any provisions contained in this Agreement shall be declared invalid, illegal or unenforceable by a court or other lawful authority of competent jurisdiction, this Agreement shall continue in force with respect to the enforceable provisions and all rights and remedies accrued under the enforceable provisions shall survive any such declaration, and any non-enforceable provision shall to the extent permitted by law be replaced by a provision which, being valid, comes closest to the intention underlying the invalid, illegal and unenforceable provision.
| 12.13 | Assignment |
None of the rights or obligations hereunder shall be assignable or transferable by any Party without the prior written consent of the other Parties.
| 12.14 | Further Assurances |
Each Party shall, from time to time, and at all times hereafter, at the request of the other Parties, but without further consideration, do all such further acts and execute and deliver all such further documents and instruments as shall be reasonably required in order to fully perform and carry out the terms and intent hereof.
| 12.15 | Counterparts and Electronic Signatures |
This Agreement and any amendment, supplement or restatement of this Agreement may be executed and delivered in one or more counterparts and may be executed and delivered by electronic delivery and each of which when executed and delivered shall be deemed an original and all of which counterparts electronically delivered copy together shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF this Agreement has been executed by the Parties as of the date first above written.
| VERDERA ENERGY CORP. | ||
| Per: | “Tim Gabruch” | |
| Authorized Signing Authority | ||
| ENCORE ENERGY CORP. | ||
| Per: | “Robert Willette” | |
| Authorized Signing Authority | ||
| NM ENERGY HOLDING CANADA CORP. | ||
| Per: | “Robert Willette” | |
| Authorized Signing Authority | ||
SCHEDULE “A”
MINING CLAIMS AND LEASES
| Santa Fe Pacific Railroad Subject to Instruments, Exhibit 1 - 18 URI/SANTA FE - Table of Contents NOTE: THESE "SUBJECT TO" AGREEMENTS ARE ALREADY INCLUDED IN THE URANCO SOURCE DEEDS THAT HAVE BEEN FILED OF RECORD. THESE WERE INCLUDED FOR RESEARCH ONLY. Instrument No. Agreement Grantor Grantee Date (Santa Fe) File No. Recording Info. Summary / Burdens 1 Lease Option Agreement Cerrillos Land Company Santa Fe Energy Company 1987-10-08 75-0007A Lease Option Agreement includes Hydrocarbons only and includes a term of 20 years. 2 Amended and Restated San Juan Basin Agreement Hospah Coal Co., Hanson Natural Resources Co., Chaco Energy Co. 1993-06-25 32-018-0010 9193-9208 Agreement entered into a Coal Lease dated 4/15/1977, litigation and settlement of the Coal Lease was resolved. Asset Exchange Agreement was entered between Santa Fe Corporation and Hanson Natural Resources dated 1/25/1993 and Amended 6/1/1993 where certain Gold properties were exchanged for Santa Fe properties. Agreement appears to only deal with Coal Rights and creates a Joint Venture. 3 Surface Use Agreement Fernandez Company, Ltd. Santa Fe Pacific Railroad Company 1979-07-31 32-001-SR-01 Surface Use Agreement allows surface to be used for prospecting, develop, mine, produce, etc. Includes a production royalty of 1% of U308 Gross value to Fernandez. Handwritten note says see Amendment dated 12/17/1982. Covenants run with the land. 4 Minerals Lease Santa Fe Pacific Minerals Corporation Quivira Mining Company 1993-05-01 32-064-0001 Grants a lease for uranium bearing ores, "Minerals" for exploring, developing, mining, etc. Lease has a 10 year term and so long thereafter produced. Includes a 5% royalty reservation. NOTE: Includes land subject to CERCLA lawsuit including the following Township 14N Range 10W, Section 13, 15, 23 and 25. 5 Surface Use Agreement R.M. Albers, Imogene Albers, W.B. (Betty Albers), ind. and trustee Sharon Albers Robinson, Rebecca Claire Albers, and William Alan Albers ("Albers Brothers") a partnership. Santa Fe Pacific Railroad Company 1980-06-03 32-010-SR-001 Doc. 198347, Volume 82, Page 885 (McKinley County) Surface Use Agreement to allow surface use for exploration, mining operations, etc. Includes a reservation of 2.5% - 2% Production Royalty on section specific Sections included in Exhibit E. Also includes a mine value of uranium bearing ore's with a slide scale depending on the Grade of Ore (U308 Assay). Agreement shall constitute a covenant running with the mineral estate. 6 "STIPULATION" Cause No. 8287 McKinley County: Santa Fe Pacific Railroad vs. Duane Berryhill and Nelda Berryhill, et al, (Stipulation & Final Judgement) Santa Fe Pacific Railroad Duane Berryhill and Nelda Berryhill, et al, 1952-05-28 SFP-426447-A Cause No. 8287 District Clerk, McKinley County, NM Stipulation where Santa Fee agrees to pay Trustee and provide for 3% of the amounts paid to Santa Fe by Anaconda or other licensee of the Atomic Energy Commission. In the event Santa Fe leases or conveys to a 3rd party any of its uranium bearing ore mining rights in Berryhill and Elkins lands it shall be subject to a 3% payment upon the gross price paid to any lessee or grantee by any purchaser of uranium bearing ore. Santa Fe shall also pay 3% amount received for the tailings in place in the dump. 7 Surface Owner's Agreement Navajo Tribe of Indians Santa Fe Pacific Railroad Company 1959-01-15 14-20-603-5102 Volume 36, Page 25 (McKinley County) Agreement covers multiple tracts and Santa Fe agrees to pay 2% of value of uranium ore produced, saved and marketed therefrom. The rights granted shall be nonbinding on the described premises and there present and future owners thereof, and shall continue for the benefit of the future and present owners and there lessees and licensees. 8 Uranium Mining Lease Santa Fe Pacific Railroad Company Teton Exploration Drilling Company, Inc. (Note: :Table of Contents in subject to agreements says Hyro Resources) 1980-12-04 32-054-0001 Lease covers rights to explore, mine and produce uranium bearing ore for a 15 year term and so long as commercial quantities produced. Lessor reserves a 6.8% royalty on gross value or uranium. 9 Uranium Mining Lease Santa Fe Pacific Railroad Company Quinta Corporation (Note: :Table of Contents in subject to agreements says Hyro Resources) 1957-03-21 32-057-0001 Lease covers rights to explore, mine and produce uranium bearing ore for a 12 months to explore then 5 year term and so long as commercial quantities produced. Lessor reserves a different slide scale royalty on gross value or uranium depending on production type covering certain properties. 10 Waiver of Development Rights of Taylor Substation and Access Roadway Santa Fe Pacific Railroad Company Plains Electric Generation & Transmission Cooperative 1973-11-13 9928-B Volume 4, Page 93 Conveys all rights in Surface in certain described land and reserves minerals but waives ingress and egress form surface to a depth of 200'. 11 Warranty Deed Santa Fe Pacific Railroad Company Paragon Resources, Incorporated 1979-10-29 47505 Conveys certain described property, reserving minerals not less than 200' and shall not have right to access surface to extract . 12 Special Warranty Deed Santa Fe Pacific Railroad Gulf Oil Corporation 1979-09-14 Volume 260, Page 3686 Conveys an undivided 83.5% interest in Uranium bearing ore and associated minerals covering certain described tracts in Section 25, T13N,R8W. 12 Special Warranty Deed Santa Fe Pacific Railroad Gulf Oil Corporation 1982-12-17 4208 Conveys an undivided 83.5% interest in Uranium bearing ore and associated minerals covering certain described tracts in Section 25, T13N,R8W (Same as above). 12 Grant of Royalty Gulf Oil Corporation Santa Fe Pacific Railroad 1983-02-10 47504 & A B 8239 (volume 1, page 3534) Conveys a slide scale of 11.5% to 16.5% in tunnels or shafts, 12% to 32% in open pits or any other minerals for ore 10%, and 6.25% royalty in uranium bearing mine water for Uranium bearing ore and associated minerals covering certain described tracts in Section 25, T13N,R8W (Same as above). 13 Agreement with Le Paso Natural Gas File Missing File Missing File Missing SFP-107784 Table of Contents says cover Sec 9, 15-15N-17W 14 Surface & Mineral limitation File Missing File Missing File Missing 39456-A Table of Contents says cover small parcel in Sec. 7-16N-18W. 15 Right Of Way Agreement Santa Fe Pacific Railroad El Paso Natural Gas Products Company 1957-03-04 SFP-108246 Pipeline ROW covering 154.61 rods on certain described property, included right to lay 1 additional. 16 Lease for Station Site File Missing File Missing File Missing 32-060-SR-01 Table of Contents says 2.96 acres. 17 Five Year Grazing Lease Santa Fe Pacific Railroad Company Tesoro Petroleum Corporation 1973-10-01 SFP 9927 Grazing Lease covers Section 1, T17, R9W. 18 Easement Santa Fe Pacific Railroad Tenneco Oil Company 1974-05-01 SFP-46827 Easement for aircraft landing strip only 2.17 acres, if not used for a period of 1 year it shall become void. Note: This was for research only to show there was a prior reservation of record. |
| Instrument Lessor/Grantor Lessee/ Grantee Dated Recording Document Number Volume - Page County State Royalty Encumbrance enCore File No. from Master Schedule Project Name SUBJECT TO SAVE AND EXCEPT Special Warranty Deed Crownpoint I and II, Hosta Butte, McKinley I and II NZ Uranium, LLC Tigris Uranium U.S. Corp. 2011-05-19 354264 McKinley NM 2011-0519 Royalty Deed recorded document #354265 3% gross proceeds to NZ NM-80107 SWD, NM-80108 SWD, NM-80109 SWD, NM-80110 SWD, NM-80111-A SWD Crown Point, Hosta Butte, McKinley Royalty obligation in recorded document #354265 (Royalty Deed) Land previously conveyed to Tri-State Generation in recorded document #395562 (enCore File No. NM-80111-B-SWD) Deed Category I Claims McKinley Santa Fe Pacific Gold Corporation Uranco, Inc. 1997-03-21 274901 Volume 11 - Page 667 McKinley NM 2020-1231 Royalty Deed 2% NSR to WWR NM-80113 MD Santa Fe Properties Royalty obligation in Royalty Deed dated December 31, 2020 from Uranco, Inc. to Westwater Resources Deed Category I McKinley Santa Fe Pacific Gold Corporation Uranco, Inc. 1997-03-21 274092 Volume 11 - Page 676 McKinley NM 2020-1231 Royalty Deed 2% NSR to WWR NM-80101-A MD Santa Fe Properties Royalty obligation in Royalty Deed dated December 31, 2020 from Uranco, Inc. to Westwater Resources Land previously conveyed to Ambrosia Solar in recorded document #407047 (enCore File No. NM-80101-B QCD) and Sections 13, 15, and 23, Township 14 North, Range 10 West, NMPM, McKinley County, NM (pending CERCLA resolution) Deed Category I Sandoval Santa Fe Pacific Gold Corporation Uranco, Inc. 1997-03-21 5830 Volume 400 - Page 25067 Sandoval NM 2020-1231 Royalty Deed 2% NSR to WWR NM-80102 MD Santa Fe Properties Royalty obligation in Royalty Deed dated December 31, 2020 from Uranco, Inc. to Westwater Resources Deed Category II Bernalillo Santa Fe Pacific Gold Corporation Uranco, Inc. 1997-03-21 970294 Volume 978 - Page 1283 Bernalillo NM 2020-1231 Royalty Deed 2% NSR to WWR NM-80103 MD Santa Fe Properties Royalty obligation in Royalty Deed dated December 31, 2020 from Uranco, Inc. to Westwater Resources Deed Category II Cibola Santa Fe Pacific Gold Corporation Uranco, Inc. 1997-03-21 1997 726 Volume 6 - Page 3135 Cibola NM 2020-1231 Royalty Deed 2% NSR to WWR NM-80104 MD Santa Fe Properties Royalty obligation in Royalty Deed dated December 31, 2020 from Uranco, Inc. to Westwater Resources Royalty Deed Category II Royalty Cibola Santa Fe Pacific Gold Corporation Uranco, Inc. 1997-03-21 1997 727 Volume 6 - Page 3142 Cibola NM 2020-1231 Royalty Deed 2% NSR to WWR NM-80112 RD Santa Fe Properties Royalty obligation in Royalty Deed dated December 31, 2020 from Uranco, Inc. to Westwater Resources Deed Category II McKinley Santa Fe Pacific Gold Corporation Uranco, Inc. 1997-03-21 274093 Volume 11 - Page 686 McKinley NM 2020-1231 Royalty Deed 2% NSR to WWR NM-80105 MD Santa Fe Properties Correction deed recorded document #280261 and royalty obligation in Royalty Deed dated December 31, 2020 from Uranco, Inc. to Westwater Resources Land previously conveyed to Wildcat Solar in recorded document #407045 (enCore File No. NM-80101-C QCD) Deed Category II Sandoval Santa Fe Pacific Gold Corporation Uranco, Inc. 1997-03-21 5829 Volume 400 - Page 25058 Sandoval NM 2020-1231 Royalty Deed 2% NSR to WWR NM-80106 MD Santa Fe Properties Royalty obligation in Royalty Deed dated December 31, 2020 from Uranco, Inc. to Westwater Resources Mining Lease Amendment of Mining Lease (First) Amendment of Mining Lease (Second) Memorandum of Amendment to Mining Lease (Second) Amended Memorandum of Amendment to Mining Lease (Second) Third Amendment of Mining Lease (Marquez) Third Amendment of Mining Lease (Schmitt) Memorandum of Third Amendment of Mining Lease (Marquez) Memorandum of Third Amendment of Mining Lease (Schmitt) Nabor Marquez and Isabel O. Marquez Gilbert E. Fowler (now held by Tigris Uranium U.S. Corp.) 9/7/1967 11/16/1970 12/15/1976 1/31/1977 07/01/1981 9/28/2011 10/20/2011 9/28/2011 10/20/2011 Volume 41 - Page 191 Volume 42 - Page 905 not recorded Volume 47 - Page 254 Volume 52 - Page 749 not recorded (Marquez) not recorded (Schmitt) 356160 (Marquez) 356161 (Schmitt) McKinley NM NM-TRE01-Marquez NM-TRE02-AK1LLC Treeline Surface Use Agreement Memorandum of Surface Use Agreement Theodore Kent Schmitt and Doris Jean Schmitt, Trustees of the Schmitt Family Revocable Trust dated Stepember 10, 2004, et al Tigris Uranium U.S. Corp. 10/20/2011 10/20/2011 not recorded 356162 McKinley NM NM-TRE02SD-AK1LLC Treeline Royalty Deed (Crownpoint I and II, Hosta Butte, McKinley I and II) Tigris Uranium U.S. Corp. NZ Uranium, LLC 5-19-2011 354265 McKinley NM Conveys a Production Royalty equal to 3% of Gross Proceeds received by Grantor for Uranium covering 100,925.06 acres. Crown Point, Hosta Butte, McKinley Royalty Deed (Santa Fe Pacific Gold Properties including West Largo Claims, 274092, 274091, 5830, 970294, 1997 726, 1997 727, 274093, 5829) Uranco, Inc. Westwater Resources, Inc. 2020-12-31 EXECUTED COPY WE HAVE IS UNRECORDED. SEARCH IF RECORDED IN McKinley County McKinley NM Conveys a royalty equal to 2% of net proceeds (Net Smelter Royalty) Santa Fe Properties Santa Fe Properties McKinley Category I Deed Special Warranty Deed Tigris Uranium U.S. Corp. Tri-State Generation and Transmission Association, Inc. 2021-03-01 395562 McKinley NM NM-80111-B SWD Crown Point, Hosta Butte, McKinley Quit Claim Deed Uranco, Inc. Wildcat Solar Power Plant, LLC 2021-04-26 407045 McKinley NM NM-80101-C Santa Fe Properties Quit Claim Deed Uranco, Inc. Ambrosia Solar LLC 2022-01-18 407047 McKinley NM NM-80101-B Santa Fe Properties Assignment and Bill of Sale Uranco, Inc. Rio Grande Resources Corporation 11-6-2014 Volume 23 - Page 3295 Cibola NM Santa Fe Properties Special Warranty Deed Uranco, Inc. Rio Grande Resources Corporation 11-6-2014 Volume 23 - Page 3292 Cibola NM Santa Fe Properties SUBJECT to prior reservations and conveyances of record including but not limited to the following: And SAVE AND EXCEPT the lands described and referenced in Deeds below: Township 14 North, Range 10 West Section 13, 15 and 23 Mines, McKinley County, New Mexico pursuant to 2024-0716 SOP for URANCO, Inc. (Notice of Intent) SEE Lease Description in Subject to tab to Quivera Mining Company. |
| Serial Number Lead File Number Legacy Serial Number Claim Name County State Reception Book Page Company Royalty Encumbrance NMMC196491 NMMC196462 NMMC196491 BJ 1 MCKINLEY New Mexico 371241 Tigris Uranium US Corp. NMMC196492 NMMC196462 NMMC196492 BJ 2 MCKINLEY New Mexico 371242 Tigris Uranium US Corp. NMMC196493 NMMC196462 NMMC196493 BJ 3 MCKINLEY New Mexico 371243 Tigris Uranium US Corp. NMMC196494 NMMC196462 NMMC196494 BJ 4 MCKINLEY New Mexico 371244 Tigris Uranium US Corp. NMMC196495 NMMC196462 NMMC196495 BJ 5 MCKINLEY New Mexico 371245 Tigris Uranium US Corp. NMMC196496 NMMC196462 NMMC196496 BJ 6 MCKINLEY New Mexico 371246 Tigris Uranium US Corp. NMMC196497 NMMC196462 NMMC196497 BJ 7 MCKINLEY New Mexico 371247 Tigris Uranium US Corp. NMMC196498 NMMC196462 NMMC196498 BJ 8 MCKINLEY New Mexico 371248 Tigris Uranium US Corp. NMMC196499 NMMC196462 NMMC196499 BJ 9 MCKINLEY New Mexico 371249 Tigris Uranium US Corp. NMMC196500 NMMC196462 NMMC196500 BJ 10 MCKINLEY New Mexico 371250 Tigris Uranium US Corp. NMMC196501 NMMC196462 NMMC196501 BJ 11 MCKINLEY New Mexico 371251 Tigris Uranium US Corp. NMMC196502 NMMC196462 NMMC196502 BJ 12 MCKINLEY New Mexico 371252 Tigris Uranium US Corp. NMMC196503 NMMC196462 NMMC196503 BJ 13 MCKINLEY New Mexico 371253 Tigris Uranium US Corp. NMMC196504 NMMC196462 NMMC196504 BJ 14 MCKINLEY New Mexico 371254 Tigris Uranium US Corp. NMMC196505 NMMC196462 NMMC196505 BJ 15 MCKINLEY New Mexico 371255 Tigris Uranium US Corp. NMMC196506 NMMC196462 NMMC196506 BJ 16 MCKINLEY New Mexico 371256 Tigris Uranium US Corp. NMMC196507 NMMC196462 NMMC196507 BJ 17 MCKINLEY New Mexico 371257 Tigris Uranium US Corp. NMMC196508 NMMC196462 NMMC196508 BJ 18 MCKINLEY New Mexico 371258 Tigris Uranium US Corp. NMMC196509 NMMC196462 NMMC196509 BJ 19 MCKINLEY New Mexico 371259 Tigris Uranium US Corp. NMMC196510 NMMC196462 NMMC196510 HS 1 MCKINLEY New Mexico 371228 Tigris Uranium US Corp. NMMC196511 NMMC196462 NMMC196511 HS 2 MCKINLEY New Mexico 371229 Tigris Uranium US Corp. NMMC196512 NMMC196462 NMMC196512 HS 3 MCKINLEY New Mexico 371230 Tigris Uranium US Corp. NMMC196513 NMMC196462 NMMC196513 HS 4 MCKINLEY New Mexico 371231 Tigris Uranium US Corp. NMMC196514 NMMC196462 NMMC196514 HS 5 MCKINLEY New Mexico 371232 Tigris Uranium US Corp. NMMC196515 NMMC196462 NMMC196515 HS 6 MCKINLEY New Mexico 371233 Tigris Uranium US Corp. NMMC196516 NMMC196462 NMMC196516 HS 7 MCKINLEY New Mexico 371234 Tigris Uranium US Corp. NMMC196517 NMMC196462 NMMC196517 HS 8 MCKINLEY New Mexico 371235 Tigris Uranium US Corp. NMMC196518 NMMC196462 NMMC196518 HS 9 MCKINLEY New Mexico 371236 Tigris Uranium US Corp. NMMC196519 NMMC196462 NMMC196519 HS 10 MCKINLEY New Mexico 371237 Tigris Uranium US Corp. NMMC196520 NMMC196462 NMMC196520 HS 11 MCKINLEY New Mexico 371238 Tigris Uranium US Corp. NMMC196521 NMMC196462 NMMC196521 HS 12 MCKINLEY New Mexico 371239 Tigris Uranium US Corp. NMMC196522 NMMC196462 NMMC196522 HS 13 MCKINLEY New Mexico 371240 Tigris Uranium US Corp. NMMC171542 NMMC171516 NMMC171542 NOSE ROCK 53 MCKINLEY New Mexico 317183 24 1426 Tigris Uranium US Corp. NMMC171543 NMMC171516 NMMC171543 NOSE ROCK 54 MCKINLEY New Mexico 317184 24 1427 Tigris Uranium US Corp. NMMC171544 NMMC171516 NMMC171544 NOSE ROCK 55 MCKINLEY New Mexico 317185 24 1428 Tigris Uranium US Corp. NMMC171545 NMMC171516 NMMC171545 NOSE ROCK 56 MCKINLEY New Mexico 317186 24 1429 Tigris Uranium US Corp. NMMC171546 NMMC171516 NMMC171546 NOSE ROCK 57 MCKINLEY New Mexico 317187 24 1430 Tigris Uranium US Corp. NMMC171548 NMMC171516 NMMC171548 NOSE ROCK 58 MCKINLEY New Mexico 317188 24 1431 Tigris Uranium US Corp. NMMC171547 NMMC171516 NMMC171547 NOSE ROCK 59 MCKINLEY New Mexico 317189 24 1432 Tigris Uranium US Corp. NMMC171549 NMMC171516 NMMC171549 NOSE ROCK 60 MCKINLEY New Mexico 317190 24 1433 Tigris Uranium US Corp. NMMC171550 NMMC171516 NMMC171550 NOSE ROCK 61 MCKINLEY New Mexico 317191 24 1434 Tigris Uranium US Corp. NMMC171551 NMMC171516 NMMC171551 NOSE ROCK 62 MCKINLEY New Mexico 317192 24 1435 Tigris Uranium US Corp. NMMC171552 NMMC171516 NMMC171552 NOSE ROCK 63 MCKINLEY New Mexico 317193 24 1436 Tigris Uranium US Corp. NMMC171553 NMMC171516 NMMC171553 NOSE ROCK 64 MCKINLEY New Mexico 317194 24 1437 Tigris Uranium US Corp. NMMC171554 NMMC171516 NMMC171554 NOSE ROCK 65 MCKINLEY New Mexico 317195 24 1438 Tigris Uranium US Corp. NMMC171555 NMMC171516 NMMC171555 NOSE ROCK 66 MCKINLEY New Mexico 317196 24 1439 Tigris Uranium US Corp. NMMC171556 NMMC171516 NMMC171556 NOSE ROCK 67 MCKINLEY New Mexico 317197 24 1440 Tigris Uranium US Corp. NMMC171557 NMMC171516 NMMC171557 NOSE ROCK 68 MCKINLEY New Mexico 317198 24 1441 Tigris Uranium US Corp. NMMC171558 NMMC171516 NMMC171558 NOSE ROCK 69 MCKINLEY New Mexico 317199 24 1442 Tigris Uranium US Corp. NMMC171559 NMMC171516 NMMC171559 NOSE ROCK 70 MCKINLEY New Mexico 317200 24 1443 Tigris Uranium US Corp. NMMC171560 NMMC171516 NMMC171560 NOSE ROCK 71 MCKINLEY New Mexico 317201 24 1444 Tigris Uranium US Corp. NMMC171561 NMMC171516 NMMC171561 NOSE ROCK 72 MCKINLEY New Mexico 317202 24 1445 Tigris Uranium US Corp. NMMC171562 NMMC171516 NMMC171562 NOSE ROCK 73 MCKINLEY New Mexico 317203 24 1446 Tigris Uranium US Corp. NMMC171563 NMMC171516 NMMC171563 NOSE ROCK 74 MCKINLEY New Mexico 317204 24 1447 Tigris Uranium US Corp. NMMC171564 NMMC171516 NMMC171564 NOSE ROCK 75 MCKINLEY New Mexico 317205 24 1448 Tigris Uranium US Corp. NMMC171565 NMMC171516 NMMC171565 NOSE ROCK 76 MCKINLEY New Mexico 317206 24 1449 Tigris Uranium US Corp. NMMC171566 NMMC171516 NMMC171566 NOSE ROCK 77 MCKINLEY New Mexico 317207 24 1450 Tigris Uranium US Corp. NMMC171567 NMMC171516 NMMC171567 NOSE ROCK 78 MCKINLEY New Mexico 317208 24 1451 Tigris Uranium US Corp. NMMC171568 NMMC171516 NMMC171568 NOSE ROCK 79 MCKINLEY New Mexico 317209 24 1452 Tigris Uranium US Corp. NMMC171577 NMMC171516 NMMC171577 NOSE ROCK 88 MCKINLEY New Mexico 317218 24 1461 Tigris Uranium US Corp. NMMC171578 NMMC171516 NMMC171578 NOSE ROCK 89 MCKINLEY New Mexico 317219 24 1462 Tigris Uranium US Corp. NMMC171579 NMMC171516 NMMC171579 NOSE ROCK 90 MCKINLEY New Mexico 317220 24 1463 Tigris Uranium US Corp. NMMC171580 NMMC171516 NMMC171580 NOSE ROCK 91 MCKINLEY New Mexico 317221 24 1464 Tigris Uranium US Corp. NMMC171581 NMMC171516 NMMC171581 NOSE ROCK 92 MCKINLEY New Mexico 317222 24 1465 Tigris Uranium US Corp. NMMC171582 NMMC171516 NMMC171582 NOSE ROCK 93 MCKINLEY New Mexico 317223 24 1466 Tigris Uranium US Corp. NMMC171583 NMMC171516 NMMC171583 NOSE ROCK 94 MCKINLEY New Mexico 317224 24 1467 Tigris Uranium US Corp. NMMC171584 NMMC171516 NMMC171584 NOSE ROCK 95 MCKINLEY New Mexico 317225 24 1468 Tigris Uranium US Corp. NMMC171585 NMMC171516 NMMC171585 NOSE ROCK 96 MCKINLEY New Mexico 317226 24 1469 Tigris Uranium US Corp. NMMC171586 NMMC171516 NMMC171586 NOSE ROCK 97 MCKINLEY New Mexico 317227 24 1470 Tigris Uranium US Corp. NMMC171587 NMMC171516 NMMC171587 NOSE ROCK 98 MCKINLEY New Mexico 317228 24 1471 Tigris Uranium US Corp. NMMC171588 NMMC171516 NMMC171588 NOSE ROCK 99 MCKINLEY New Mexico 317229 24 1472 Tigris Uranium US Corp. NMMC171589 NMMC171516 NMMC171589 NOSE ROCK 100 MCKINLEY New Mexico 317230 24 1473 Tigris Uranium US Corp. NMMC171590 NMMC171516 NMMC171590 NOSE ROCK 101 MCKINLEY New Mexico 317231 24 1474 Tigris Uranium US Corp. NMMC171591 NMMC171516 NMMC171591 NOSE ROCK 102 MCKINLEY New Mexico 317232 24 1475 Tigris Uranium US Corp. NMMC196462 NMMC196462 NMMC196462 WL 1 MCKINLEY New Mexico 371267 Tigris Uranium US Corp. NMMC196463 NMMC196462 NMMC196463 WL 2 MCKINLEY New Mexico 371268 Tigris Uranium US Corp. NMMC196464 NMMC196462 NMMC196464 WL 3 MCKINLEY New Mexico 371269 Tigris Uranium US Corp. NMMC196465 NMMC196462 NMMC196465 WL 4 MCKINLEY New Mexico 371270 Tigris Uranium US Corp. NMMC196466 NMMC196462 NMMC196466 WL 5 MCKINLEY New Mexico 371271 Tigris Uranium US Corp. NMMC196467 NMMC196462 NMMC196467 WL 6 MCKINLEY New Mexico 371272 Tigris Uranium US Corp. NMMC196468 NMMC196462 NMMC196468 WL 7 CIBOLA New Mexico 201500618 23 5978 Tigris Uranium US Corp. NMMC196469 NMMC196462 NMMC196469 WL 8 CIBOLA New Mexico 201500619 23 5980 Tigris Uranium US Corp. NMMC196470 NMMC196462 NMMC196470 WL 9 CIBOLA New Mexico 201500620 23 5981 Tigris Uranium US Corp. NMMC196471 NMMC196462 NMMC196471 WL 10 CIBOLA New Mexico 201500621 23 5982 Tigris Uranium US Corp. NMMC196472 NMMC196462 NMMC196472 WL 11 CIBOLA New Mexico 201500622 23 5983 Tigris Uranium US Corp. NMMC196473 NMMC196462 NMMC196473 WL 12 MCKINLEY New Mexico 371273 Tigris Uranium US Corp. NMMC196474 NMMC196462 NMMC196474 WL 13 CIBOLA New Mexico 201500623 23 5984 Tigris Uranium US Corp. NMMC196475 NMMC196462 NMMC196475 WL 14 CIBOLA New Mexico 201500624 23 5985 Tigris Uranium US Corp. NMMC196476 NMMC196462 NMMC196476 WL 15 CIBOLA New Mexico 201500625 23 5986 Tigris Uranium US Corp. NMMC196477 NMMC196462 NMMC196477 WL 16 CIBOLA New Mexico 201500626 23 5987 Tigris Uranium US Corp. |
| NMMC196478 NMMC196462 NMMC196478 WL 17 CIBOLA New Mexico 201500627 23 5988 Tigris Uranium US Corp. NMMC196479 NMMC196462 NMMC196479 WL 18 CIBOLA New Mexico 201500628 23 5989 Tigris Uranium US Corp. NMMC196480 NMMC196462 NMMC196480 WL 19 CIBOLA New Mexico 201500629 23 5990 Tigris Uranium US Corp. NMMC196481 NMMC196462 NMMC196481 WL 20 CIBOLA New Mexico 201500630 23 5991 Tigris Uranium US Corp. NMMC196482 NMMC196462 NMMC196482 WL 21 MCKINLEY / CIBOLA New Mexico 371220 / 201500631 23 5992 Tigris Uranium US Corp. NMMC196483 NMMC196462 NMMC196483 WL 22 MCKINLEY / CIBOLA New Mexico 371221 / 201500632 23 5993 Tigris Uranium US Corp. NMMC196484 NMMC196462 NMMC196484 WL 23 MCKINLEY / CIBOLA New Mexico 371222 / 201500633 23 5994 Tigris Uranium US Corp. NMMC196485 NMMC196462 NMMC196485 WL 24 CIBOLA New Mexico 201500634 23 5995 Tigris Uranium US Corp. NMMC196486 NMMC196462 NMMC196486 WL 25 CIBOLA New Mexico 201500635 23 5996 Tigris Uranium US Corp. NMMC196487 NMMC196462 NMMC196487 WL 26 CIBOLA New Mexico 201500636 23 5997 Tigris Uranium US Corp. NMMC196488 NMMC196462 NMMC196488 WL 27 CIBOLA New Mexico 201500637 23 5998 Tigris Uranium US Corp. NMMC196489 NMMC196462 NMMC196489 WL 28 CIBOLA New Mexico 201500638 23 5999 Tigris Uranium US Corp. NMMC196490 NMMC196462 NMMC196490 WL 29 CIBOLA New Mexico 201500639 23 6000 Tigris Uranium US Corp. NM101334040 NM101334040 NMMC50374 I D 21 MCKINLEY New Mexico 123 655 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101380126 NM101380126 NMMC50375 I D 22 MCKINLEY New Mexico 123 657 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101378488 NM101378488 NMMC50376 I D 23 MCKINLEY New Mexico 123 659 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101480818 NM101480818 NMMC50377 I D 24 MCKINLEY New Mexico 123 661 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101483451 NM101483451 NMMC50378 I D 25 MCKINLEY New Mexico 123 663 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101380110 NM101380110 NMMC50379 I D 26 MCKINLEY New Mexico 123 665 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101484149 NM101484149 NMMC50380 I D 27 MCKINLEY New Mexico 123 667 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101485063 NM101485063 NMMC50381 I D 28 MCKINLEY New Mexico 123 669 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101338909 NM101338909 NMMC50382 I D 29 MCKINLEY New Mexico 123 671 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101338415 NM101338415 NMMC50383 I D 30 MCKINLEY New Mexico 123 673 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101432957 NM101432957 NMMC50384 I D 39 MCKINLEY New Mexico 123 675 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101480864 NM101480864 NMMC50385 I D 40 MCKINLEY New Mexico 123 677 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101337631 NM101337631 NMMC50386 I D 41 MCKINLEY New Mexico 123 679 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101334095 NM101334095 NMMC50387 I D 42 MCKINLEY New Mexico 123 681 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101379397 NM101379397 NMMC50388 I D 43 MCKINLEY New Mexico 123 683 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101480828 NM101480828 NMMC50389 I D 44 MCKINLEY New Mexico 123 685 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101334959 NM101334959 NMMC50390 I D 46 MCKINLEY New Mexico 123 635 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101370249 NM101370249 NMMC50391 I D 47 MCKINLEY New Mexico 123 637 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101483599 NM101483599 NMMC50392 I D 48 MCKINLEY New Mexico 123 639 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101485099 NM101485099 NMMC50393 I D 49 MCKINLEY New Mexico 123 641 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101377452 NM101377452 NMMC50394 I D 50 MCKINLEY New Mexico 123 643 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101335669 NM101335669 NMMC50395 I D 51 MCKINLEY New Mexico 123 687 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101433689 NM101433689 NMMC50396 I D 87 MCKINLEY New Mexico 123 689 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101480693 NM101480693 NMMC50397 I D 88 MCKINLEY New Mexico 123 691 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101333245 NM101333245 NMMC50398 I D 89 MCKINLEY New Mexico 123 693 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101337677 NM101337677 NMMC50399 I D 90 MCKINLEY New Mexico 123 645 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101481646 NM101481646 NMMC50400 I D 91 MCKINLEY New Mexico 123 647 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101377558 NM101377558 NMMC50403 I D 95 MCKINLEY New Mexico 123 649 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101330838 NM101330838 NMMC50401 I D 96 MCKINLEY New Mexico 123 651 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101380123 NM101380123 NMMC50402 I D 97 MCKINLEY New Mexico 123 653 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101377410 NM101377410 NMMC5172 ID NO 31 ADDITION MCKINLEY New Mexico 122 725 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101433627 NM101433627 NMMC5173 ID NO 32 ADDITION MCKINLEY New Mexico 118 382 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101431680 NM101431680 NMMC5174 ID NO 33 ADDITION MCKINLEY New Mexico 109 777 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101333235 NM101333235 NMMC5175 ID NO 34 ADDITION MCKINLEY New Mexico 109 778 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101434014 NM101434014 NMMC5176 ID NO 35 ADDITION MCKINLEY New Mexico 109 779 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101334873 NM101334873 NMMC5177 ID NO 36 ADDITION MCKINLEY New Mexico 109 780 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101481227 NM101481227 NMMC5178 ID NO 37 ADDITION MCKINLEY New Mexico 109 781 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101338301 NM101338301 NMMC5179 ID NO 38 ADDITION MCKINLEY New Mexico 122 723 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101483519 NM101483519 NMMC5180 ID NO 45 ADDITION MCKINLEY New Mexico 109 783 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101337636 NM101337636 NMMC9098 ID NO 52 ADDITION MCKINLEY New Mexico 123 697 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101434932 NM101434932 NMMC9099 ID NO 53 ADDITION MCKINLEY New Mexico 123 699 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101431682 NM101431682 NMMC9100 ID NO 54 ADDITION MCKINLEY New Mexico 123 701 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101333237 NM101333237 NMMC9101 ID NO 55 ADDITION MCKINLEY New Mexico 123 703 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101434205 NM101434205 NMMC9102 ID NO 56 ADDITION MCKINLEY New Mexico 123 705 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101334875 NM101334875 NMMC9103 ID NO 57 ADDITION MCKINLEY New Mexico 123 707 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101334822 NM101334822 NMMC9104 ID NO 58 ADDITION MCKINLEY New Mexico 123 709 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101433566 NM101433566 NMMC9105 ID NO 59 ADDITION MCKINLEY New Mexico 123 711 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101380109 NM101380109 NMMC9106 ID NO 60 ADDITION MCKINLEY New Mexico 123 713 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101480826 NM101480826 NMMC9107 ID NO 61 ADDITION MCKINLEY New Mexico 123 715 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101337676 NM101337676 NMMC9108 ID NO 62 ADDITION MCKINLEY New Mexico 123 717 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101484602 NM101484602 NMMC9109 ID NO 63 ADDITION MCKINLEY New Mexico 123 719 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101338821 NM101338821 NMMC9110 ID NO 64 ADDITION MCKINLEY New Mexico 123 721 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101432384 NM101432384 NMMC9111 ID NO 65 ADDITION MCKINLEY New Mexico 123 723 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101378289 NM101378289 NMMC9112 ID NO 66 ADDITION MCKINLEY New Mexico 123 725 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101434940 NM101434940 NMMC9113 ID NO 67 ADDITION MCKINLEY New Mexico 123 727 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101433057 NM101433057 NMMC9114 ID NO 68 ADDITION MCKINLEY New Mexico 123 729 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101338862 NM101338862 NMMC9115 ID NO 69 ADDITION MCKINLEY New Mexico 123 731 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101434738 NM101434738 NMMC9116 ID NO 70 ADDITION MCKINLEY New Mexico 123 733 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101332640 NM101332640 NMMC9117 ID NO 71 ADDITION MCKINLEY New Mexico 123 735 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101483646 NM101483646 NMMC9118 ID NO 72 ADDITION MCKINLEY New Mexico 123 737 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101337773 NM101337773 NMMC9119 ID NO 73 ADDITION MCKINLEY New Mexico 123 739 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101481156 NM101481156 NMMC9120 ID NO 74 ADDITION MCKINLEY New Mexico 123 741 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101334216 NM101334216 NMMC9121 ID NO 75 ADDITION MCKINLEY New Mexico 123 743 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101482384 NM101482384 NMMC9122 ID NO 76 ADDITION MCKINLEY New Mexico 123 745 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101335729 NM101335729 NMMC9123 ID NO 77 ADDITION MCKINLEY New Mexico 123 747 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101336440 NM101336440 NMMC9124 ID NO 78 ADDITION MCKINLEY New Mexico 123 749 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101481465 NM101481465 NMMC9125 ID NO 79 ADDITION MCKINLEY New Mexico 123 751 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101334977 NM101334977 NMMC9126 ID NO 80 ADDITION MCKINLEY New Mexico 123 753 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101481566 NM101481566 NMMC9127 ID NO 81 ADDITION MCKINLEY New Mexico 123 755 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101431315 NM101431315 NMMC9128 ID NO 82 ADDITION MCKINLEY New Mexico 123 757 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101336829 NM101336829 NMMC9129 ID NO 83 ADDITION MCKINLEY New Mexico 123 759 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101434086 NM101434086 NMMC9130 ID NO 84 ADDITION MCKINLEY New Mexico 123 761 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101335660 NM101335660 NMMC9131 ID NO 85 ADDITION MCKINLEY New Mexico 123 763 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101480507 NM101480507 NMMC9132 ID NO 86 ADDITION MCKINLEY New Mexico 123 765 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR NM101331870 NM101331870 NMMC9133 ID NO 98 ADDITION MCKINLEY New Mexico 123 767 Uranco, Inc. 2020-1231 Royalty Deed 2% NSR to WWR |
| Royalty Deed (Santa Fe Pacific Gold Properties including West Largo Claims, 274092, 274091, 5830, 970294, 1997 726, 1997 727, 274093, 5829) Uranco, Inc. Westwater Resources, Inc. 2020-12-31 EXECUTED COPY WE HAVE IS UNRECORDED . SEARCH IF RECORDED IN McKinley County McKinley NM Santa Fe Properties Conveys a royalty equal to 2% of net proceeds (Net Smelter Royalty) SUBJECT to prior reservations and conveyances of record including but not limited to the following: |
SCHEDULE “B”
Preferred Share Terms
[To be attached]
Class A Preferred Shares
The authorized number of Class A Preferred Shares shall be unlimited. The Company shall have the authority to issue fractional shares of the Class A Preferred Shares. Each Class A Preferred Share shall be identical in all respects to every other Class A Preferred Share.
There are attached to the Class A Preferred Shares as special rights and restrictions, the following:
| (a) | Voting Rights. |
| (1) | The special rights and restrictions of the Class A Preferred Shares may not be amended, modified, altered, replaced or cancelled without the approval of the holders of at least two-thirds of the outstanding Class A Preferred Shares, either by a vote of such shareholders or by written consent in lieu thereof. |
| (2) | In the case of a Going Public Transaction or a Change of Control, both as defined herein, where a resolution of shareholders of the Company is required to approve such transaction, the holder of the Class A Preferred Shares shall have the same voting rights as the holders of Common Shares and shall be entitled to notice of any shareholders' meeting in accordance with the Articles of the Company, and, the holders of the Common Shares and the Class A Preferred Shares shall vote together as a single class on all such matters. The holder of Class A Preferred Shares shall be entitled to the number of votes equal to the number of shares of Common Shares into which such Class A Preferred Shares could then be converted. Fractional votes shall not be permitted. Any fractional voting rights resulting from the above formula (after aggregating all shares into which Class A Preferred Shares held by the holder could be converted) shall be rounded down to the nearest whole number. |
| (3) | The foregoing notwithstanding, unless the directors otherwise determine, the holder of the Class A Preferred Shares will not, except as otherwise specifically provided in the Business Corporations Act or herein, be entitled to receive notice of or vote at any meeting of the shareholders of the Company. |
| (b) | Liquidation. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the holder of Class A Preferred Shares shall be entitled to receive out of the assets and funds of the Company, any distribution of any of the assets or funds of the Company pari passu with the holders of the Common Shares determined based on the number of Common Shares into which such Class A Preferred Shares could be converted assuming the conversion thereof at the Exchange Rate. |
| (c) | Conversion. Each Class A Preferred Share shall be convertible on the terms and conditions set forth in this Article [¨](c). |
| (1) | The number of validly issued, fully paid and non-assessable Common Shares issuable upon conversion of each Class A Preferred Share pursuant to Articles [¨](c)(2) shall be set at the rate of one Common Share for each Class A Preferred Share (1:1) subject to adjustment as provided herein (the “Exchange Rate”). |
| (2) | 15,000,000 of the Class A Preferred Shares will automatically convert into Common Shares, at the Exchange Rate, immediately prior to the Company completing a “Going Public Transaction”, as defined in the share purchase agreement entered into between the holder of the Class A Preferred Shares, the Company, and NM Energy Holding Canada Corp. dated March 17, 2025 (the “Share Purchase Agreement”). |
| (3) | At the option of the holder following completion of the Going Public Transaction, when the holder sets a record date for distribution of shares to the holder's shareholders in accordance with section 2.05 of the Share Purchase Agreement, the remaining 35,000,000 Class A Preferred Shares will convert: |
(i) in the case of a Going Public Transaction described in paragraph (a) of such definition, into Common Shares, at the Exchange Rate; or
(ii) in the case of a Going Public Transaction under any paragraph other than (a) of such definition, into common shares of the successor entity within the meaning of Article [¨](f), as though the Going Public Transaction were a Change of Control.
| (4) | Fractional Shares on Adjustment. In the event of an adjustment pursuant to Article [¨](e), then no fractional Common Shares will be issued upon the conversion of a Class A Preferred Share, and in lieu of any fractional shares to which a holder would otherwise be entitled, the number of Common Shares to be issued upon conversion of a Class A Preferred Share will be rounded down to the nearest whole share. |
| (d) | Redemption. The Class A Preferred Shares do not carry any redemption rights. |
| (e) | Adjustments. Subdivision or Consolidation. Without limiting any provision of Article [¨](f), if the Company at any time: (i) subdivides (by any share split, share dividends, recapitalization or otherwise) its outstanding Common Shares into a greater number of shares, the Exchange Rate in effect immediately prior to such subdivision will be proportionately increased; or (ii) combines (by combination, reverse share split or otherwise) its outstanding Common Shares into a smaller number of shares, the Exchange Rate in effect immediately prior to such combination will be proportionately decreased. Any adjustment pursuant to this Article [¨](e) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment pursuant to this Article [¨](e) occurs during the period that an Exchange Rate is calculated hereunder, then the calculation of such Exchange Rate shall be adjusted appropriately to reflect such event. |
| (f) | Rights Upon Fundamental Transactions. |
| (1) | Change of Control. The Company shall not enter into or be party to a Change of Control unless the successor entity assumes in writing all of the obligations of the Company under these Articles, including agreements to deliver to the holder of Class A Preferred Shares in exchange for such Class A Preferred Shares a security of the successor entity evidenced by a written instrument substantially similar in form and substance to these terms and having similar ranking to the Class A Preferred Shares. Upon the occurrence of any Change of Control, the successor entity shall succeed to, and be substituted for (so that from and after the date of such fundamental transaction, the provisions of these terms and the other transaction documents referring to the “Company” shall refer instead to the successor entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under these terms and the other transaction documents with the same effect as if such successor entity had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Change of Control, the successor entity shall deliver to the holder confirmation that there shall be issued upon any exchange of the Class A Preferred Shares at any time after the consummation of such Change of Control, in lieu of the Common Shares issuable upon the exchange or conversion of the Class A Preferred Shares prior to or concurrent with such Change of Control, securities of the successor entity (including its parent entity, if applicable) carrying economic entitlements which are substantially similar to the Common Shares, provided, however that such securities may carry restrictions on transfer if required by law. The provisions of this Article [¨](f)(1) shall apply similarly and equally to successive Changes of Control and shall be applied without regard to any limitations herein on the exchange of the Class A Preferred Shares. |
| (2) | Notice of Change of Control. The Company shall give the holder of the Class A Preferred Shares not less than ten (10) days’ advance notice of the consummation of a Change of Control. |
| (3) | Definition. “Change of Control”, as used in these Articles, means the first day that any one or more of the following conditions is satisfied, including, but not limited to, the signing of documents by all parties and approval by all regulatory agencies, if required: |
| (A) | the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company; or |
| (B) | one of the following is consummated: |
| (I) | the sale or disposition of all or substantially all of the Company’s assets; |
| (II) | a Going Public Transaction as described in Article ¨(c)(3)(ii) |
| (III) | a merger, consolidation or other similar transaction involving the Company, other than (X) a merger, consolidation or other similar transaction that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity), at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction, or (Y) a merger, consolidation or other similar transaction that would result in at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such other surviving entity) outstanding immediately after such merger, consolidation or other similar transaction being held by one or more holders of securities that were holders of securities representing at least fifty percent (50%) of the combined voting power of the voting securities of the Company prior to such merger, consolidation or other similar transaction; or |
| (IV) | the acquisition (other than an acquisition of securities from the Company in a private placement) by any one person, entity or more than one person or entity acting as a group, of ownership of the shares of the Company that, together with the shares of the Company then held by such person or group, constitutes more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities; provided that if any such person or group is considered to own more than fifty percent (50%) of the combined voting power of the Company’s then outstanding voting securities, then the acquisition of additional equity by the same person, entity or group shall not be deemed to cause a Change of Control. |
| (g) | Dividends. The holder of the then outstanding Class A Preferred Shares shall be entitled to receive, out of any assets of the Company legally available therefore, dividends declared on the Common Shares determined based on the number of Common Shares into which such Class A Preferred Shares could be converted assuming the conversion thereof at the Exchange Rate. |
SCHEDULE “C”
RIGHTS REGISTRATION AGREEMENT
[To be attached]
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 2025, is entered into by and between Verdera Energy Corp., a company existing under the laws of the Province of British Columbia (the “Company”) and enCore Energy Corp. (“enCore”).
WHEREAS, concurrently with the execution of this Agreement, the Company has entered into a Share Purchase Agreement (the “Purchase Agreement”) which, among other things, provides for (i) the creation of a new series of preferred shares of the Company, designated as the Class A Preferred Shares (the “Class A Preferred Shares”), (ii) the issuance and sale of the Class A Preferred Shares to enCore, and (iii) the potential conversion of the Class A Preferred Shares into common shares of the Company (the “Common Shares”);
WHEREAS, pursuant to the Purchase Agreement, the Company is pursuing a Going Public Transaction (as defined in the Purchase Agreement), which will result in the listing of the common shares of the Company on a Canadian stock exchange and the registration of the common shares of the Company under Section 12(b) or Section 12(g) of the Exchange Act (as hereinafter defined); and
WHEREAS, in connection with, and in consideration of, the transactions contemplated by the Purchase Agreement, enCore has requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the terms set forth below have the following meanings:
“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Agreement” means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.
“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.
“Class A Preferred Shares” has the meaning set forth in the recitals.
“Commission” means the Securities and Exchange Commission.
“Common Shares” has the meaning set forth in the recitals.
“Company” has the meaning set forth in the preamble and, for purposes of clarity, includes any successor of the Company resulting from the Going Public Transaction and any Resulting Issuer (as defined in the Purchase Agreement) to which this Agreement is transferred or assigned pursuant to the Purchase Agreement.
“Confidential Information” shall have the meaning set forth in Section 2.9 of this Agreement.
“Demand Registration” shall have the meaning set forth in Section 2.1(b) of this Agreement.
“Demand Registration Statement” means a registration statement registering securities pursuant to a Demand Registration.
“Effective Date” means the date of the completion of the Going Public Transaction.
“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
“Holder” means any Initial Holder who is the owner of any Registrable Security, any Affiliates of the Initial Holder who are the owners of any Registrable Securities or any permitted assignee or transferee of such Initial Holder or any of its Affiliates provided such assignee or transferee agrees in writing to be bound by all the provisions hereof.
“Indemnified Party” has the meaning set forth in Section 2.6 of this Agreement.
“Indemnifying Party” has the meaning set forth in Section 2.6 of this Agreement.
“Initial Holder” means enCore.
“Inspector” has the meaning set forth in Section 2.2(g) of this Agreement.
“Maximum Number of Securities” has the meaning set forth in Section 2.1(d) of this Agreement.
“Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“Piggyback Registration” shall have the meaning set forth in Section 2.1(b) of this Agreement.
“Records” has the meaning set forth in Section 2.2(g) of this Agreement.
“Registrable Securities” means (i) Common Shares at any time beneficially owned by enCore which are issuable or issued upon conversion of the Class A Preferred Shares and any additional Common Shares issued as a dividend, distribution or exchange for, or in respect of such Common Shares and (ii) all Common Shares owned by the Initial Holder and Affiliates of the Initial Holder, until the earlier to occur of:
(i) a registration statement covering such shares has been declared effective by the Commission and such shares have been disposed of pursuant to such effective registration statement;
(ii) such shares have been publicly sold under Rule 144 and the transferee thereof does not receive “restricted securities” as defined in Rule 144;
2
(iii) all such shares held by such Person may be sold in one transaction pursuant to Rule 144;
(iv) such shares have been otherwise transferred in a transaction that constitutes a sale thereof under the Securities Act, the Company has delivered a new certificate or other evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may be resold or otherwise transferred by such transferee without subsequent registration under the Securities Act; or
(v) any shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise);
provided, however, that “Registrable Securities” for purposes of the indemnification obligations contained in Sections 2.4 and 2.5 shall mean all shares that are registered on an applicable registration statement, notwithstanding that such shares may not otherwise be “Registrable Securities” by operation of clause (iii) above.
“Registration Expenses” has the meaning set forth in Section 2.3 of this Agreement.
“Resale Shelf Registration Statement” has the meaning set forth in Section 2.1(a) of this Agreement.
“Requesting Holder” has the meaning set forth in Section 2.1(d)(ii) of this Agreement.
“Rule 144” means Rule 144 promulgated under the Securities Act or any similar successor rule thereto that may be promulgated by the Commission.
“Rule 415” means Rule 415 promulgated under the Securities Act or any similar successor rule thereto that may be promulgated by the Commission.
“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder.
“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement under the Securities Act.
“Suspension Notice” means any written notice delivered by the Company pursuant to Section 2.9 with respect to the suspension of rights under a registration statement or any prospectus contained therein.
ARTICLE II
REGISTRATION RIGHTS
Section 2.1 Registration.
(a) Resale Shelf Registration. To the extent no such registration statement has been filed with the Commission prior to the date hereof, the Company shall prepare and file or cause to be prepared and filed with the Commission, as promptly as reasonably practicable following the Effective Date but in any event within 75 days after the Effective Date or such longer period as mutually agreed by the Company and the Initial Holder in writing, a shelf registration statement on Form F-3 registering the offering and sale of the Registrable Securities on a delayed or continuous basis pursuant to Rule 415 (except if the Company is not then eligible to register for resale the Registrable Securities on a shelf registration statement on Form F-3, then such registration shall be on a shelf registration statement on Form F-1 or another appropriate, form providing for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and in no event later than 120 days after the Effective Date, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the termination of this Agreement. In the event that the Company files a Form F-1 (or other long form shelf registration statement) pursuant to this Section 2.1(a), the Company shall use its commercially reasonable efforts to convert the Form F-1 to a Form F-3 as soon as practicable after the Company is eligible to use Form F-3.
3
(b) Piggyback Registration. If at any time after the expiration of any applicable lock-up period to which a Holder’s shares are subject, if any, the Company proposes to file a registration statement (or a prospectus supplement pursuant to a then-existing shelf registration statement) under the Securities Act with respect to a proposed underwritten equity offering by the Company for its own account or for the account of any of its respective securityholders of any class of security other than a registration statement on Form F-4 or S-8 (or any substitute form that may be adopted by the Commission) filed in connection with an exchange offer, an offering of securities solely to the Company’s existing securityholders or the adoption of a long term incentive plan, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 10 days before the anticipated filing date of the applicable preliminary prospectus or, if applicable, prospectus supplement; provided that in the case of a “bought deal” or an offering in which there is no (or very limited) marketing, such notice shall be given at least seven days before pricing, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company included therein.
(c) Demand Registration.
(i) Request for Registration. Commencing on or after the date that is one year after the Effective Date, and provided there is not an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1(a) in the intended method of disposition, Holders of Registrable Securities may make a written request for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”); provided, that the Company shall not be obligated to effect more than one Demand Registration in any twelve month period and not more than four total Demand Registrations, and provided, further, that Holders making such written request shall propose the sale of at least 500,000 shares of Registrable Securities (such number to be adjusted successively in the event the Company effects any share split, share consideration or recapitalization after the date hereof) or such lesser number of Registrable Securities if such lesser number is all of the Registrable Securities owned by the Holders. Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect a Demand Registration within 90 days after the closing of any underwritten offering in which the requesting Holder had the right to include up to 25% or more of the Registrable Securities so requested to be registered. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 10 days after receipt of such request, the Company will give written notice of such registration request to all other Holders of Registrable Securities and include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt by the applicable Holder of the Company’s notice. Each such request will also specify the number of shares of Registrable Securities to be registered and the intended method of disposition thereof.
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(ii) Effective Demand Registration. A registration will not count as a Demand Registration until it has become effective and has remained effective and available for at least 180 days (or such shorter period in which all Registrable Securities included in such registration have been sold).
(iii) Priority on Demand Registrations. If the Holders of a majority of shares of the Registrable Securities to be registered in a Demand Registration so elect by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company shall select the book-running managing underwriter in connection with any such Demand Registration; provided that such managing underwriter must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities included in such offering. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities included in such offering. To the extent 25% or more of the Registrable Securities so requested to be registered are excluded from the offering in accordance with Section 2.1(d), the Holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section in such twelve-month period with respect to the Registrable Securities.
(d) Reduction of Offering. Notwithstanding anything contained herein, if the managing underwriter or underwriters of an offering described in Section 2.1(b) or (c) deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such registration:
(i) PiggyBack Registration. If the registration is undertaken for the Company’s account, the Company shall include in any such registration: (A) first, the Common Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Initial Holder’s Common Shares or other securities, if any, comprised of Registrable Securities, (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other securities that are Registrable Securities held by Holders other than the Initial Holder and (D) finally, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other securities held by shareholders of the Company that have registration rights; or
(ii) Demand Registration. If the registration is a Demand Registration undertaken at the demand of a Holder that is not the Initial Holder or another shareholder of the Company that has registration rights (the “Requesting Holder”), the Company shall include in any such registration: (A) first, the Common Shares or other securities that are Registrable Securities for which the account of the Requesting Holder holds, without exceeding the Maximum Number of Securities, (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Common Shares or other securities that are Registrable Securities that the Initial Holder desires to sell that can be sold without exceeding the Maximum Number of Securities, (C), to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) or (B), the Common Shares or other securities that are Registrable Securities held by the remaining Holders that are not the Requesting Holder or Initial Holder and (D), to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) or (C), the Common Shares or other securities that have registration rights.
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(e) Selling Holders Become Party to Agreement. Each Holder acknowledges that by participating in its registration rights pursuant to this Agreement, such Holder will be deemed a party to this Agreement and will be bound by its terms.
Section 2.2 Registration Procedures; Filings; Information.
(a) Subject to Section 2.9 hereof, in connection with any requests that Registrable Securities be registered pursuant to Section 2.1(c) hereof, the Company will use its commercially reasonable efforts to effect the registration of the Registrable Securities covered thereby in accordance with the intended method of disposition thereof as promptly as reasonably practicable. In connection with any such request:
(i) The Company will, as expeditiously as reasonably possible, prepare and file with the Commission a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof; provided that if the Company shall furnish to the Holders making a request for a Demand Registration pursuant to Section 2.1(c) a certificate signed by its Chairman or Chief Executive Officer stating that in his or her good faith judgment it would be significantly disadvantageous to the Company or its shareholders for such a registration statement to be filed as expeditiously as reasonably possible, the Company shall have a period of not more than 180 days within which to file such registration statement measured from the date of receipt of the request.
(ii) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement, prospectus, amendment or supplement as proposed to be filed, and thereafter furnish to such Selling Holder or underwriter, if any, such number of conformed copies of such registration statement, each amendment or supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or underwriter may reasonably request to facilitate the disposition of the Registrable Securities owned by such Selling Holder.
(b) In connection with any Resale Registration Statement or any Demand Registration Statement:
(i) After the filing of a registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(ii) The Company will use its commercially reasonable efforts to (i) register or qualify the Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the United States (where an exemption does not apply) as any Selling Holder or managing underwriter or underwriters, if any, reasonably (in light of such Selling Holder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
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(iii) The Company will immediately notify each Selling Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the Company’s receipt of any notification of the suspension of the qualification of any Registrable Securities covered by a registration statement for sale in any jurisdiction; or (ii) the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly make available to each Selling Holder any such supplement or amendment.
(iv) The Company will enter into customary agreements (including an underwriting agreement, if any, in customary form) and take such other actions as are reasonably required to expedite or facilitate the disposition of such Registrable Securities pursuant to the registration statement.
(v) The Company will make available for inspection by any Selling Holder of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any Selling Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and documents relating to the investments of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s directors and/or officers to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give written notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(vi) The Company will furnish to each Selling Holder and to each underwriter, if any, a signed counterpart, addressed to such Selling Holder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) if eligible under applicable auditing standards, a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a majority of the Registrable Securities included in such offering or the managing underwriter or underwriters therefor reasonably requests.
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(vii) The Company will otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission).
(viii) The Company will use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed.
(ix) The Company may require each Selling Holder of Registrable Securities pursuant to a Demand Registration Statement to promptly furnish in writing to the Company such information regarding such Selling Holder, the Registrable Securities held by it and the intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. No Holder may include Registrable Securities in any Demand Registration Statement pursuant to this Agreement unless and until such Holder has furnished to the Company such information. Each holder further agrees to furnish as soon as reasonably practicable to the Company all information required to be disclosed to make information previously furnished to the Company by such Holder not materially misleading.
(x) Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.2(b)(i) or 2.2(b)(iii) or upon receipt of a Suspension Notice, such Selling Holder will discontinue disposition of Registrable Securities pursuant to a registration statement covering such Registrable Securities until such Selling Holder’s receipt of written notice from the Company that such disposition may be made and, in the case of clause (ii) of Section 2.2(b)(iii) or, if applicable, Section 2.9, copies of any supplemented or amended prospectus contemplated by clause (ii) of Section 2.2(b)(iii) or, if applicable, prepared under Section 2.9, and, if so directed by the Company, such Selling Holder will deliver to the Company all copies, other than permanent file copies then in such Selling Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. Each Selling Holder of Registrable Securities agrees that it will immediately notify the Company at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act of the happening of an event as a result of which information previously furnished by such Selling Holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made.
Section 2.3 Registration Expenses. In connection with any registration statement required to be filed hereunder, the Company shall pay the following registration expenses incurred in connection with the registration hereunder (the “Registration Expenses”): (i) all fees and expenses of compliance with securities or “blue sky” laws (including registration and filing fees and reasonable fees and disbursements of counsel to the Company in connection with blue sky qualifications of the Registrable Securities), (ii) printing expenses, (iii) the fees and expenses incurred in connection with the listing of the Registrable Securities, (iv) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 2.2(b)(vi) hereof), and (v) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration. The Company shall have no obligation to pay any fees, discounts or commissions attributable to the sale of Registrable Securities, any out-of-pocket expenses of the Holders (or the agents who manage their accounts), or any transfer taxes relating to the registration or sale of the Registrable Securities.
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Section 2.4 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Securities, its officers, directors and agents, and each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission included in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for inclusion therein. The indemnity provided for in this Section 2.4 shall remain in full force and effect regardless of any investigation made by or on behalf of any Selling Holder.
Section 2.5 Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus.
In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.4.
The obligations of any Selling Holder pursuant to this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration.
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Section 2.6 Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.4 or 2.5, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under this Article II, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.4 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.5, the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.
Section 2.7 Contribution. If the indemnification provided for in Section 2.4 or 2.5 hereof is unavailable to an Indemnified Party or insufficient in respect of any losses, claims, damages or liabilities referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities between the Company on the one hand and each Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and each Selling Holder in connection with such statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 2.7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.7, no Selling Holder shall be required to contribute any amount in excess of the amount by which the net proceeds from the sale of the securities of such Selling Holder to the public exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Selling Holder’s obligations to contribute pursuant to this Section 2.7 are several in proportion to the net proceeds of the offering received by such Selling Holder bears to the total net proceeds of the offering received by all the Selling Holders and not joint.
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Section 2.8 Rule 144. The Company covenants that it will (a) make and keep public information regarding the Company available as those terms are defined in Rule 144, (b) file in a timely manner any reports and documents required to be filed by it under the Securities Act and the Exchange Act, (c) furnish to any Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time more than 90 days after the Effective Date), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (d) take such further action as any Holder may reasonably request, all to the extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.
Section 2.9 Suspension of Use of Registration Statement.
(a) If the Board of Directors of the Company determines in its good faith judgment that the filing of a registration statement under Section 2.1 or the use of any related prospectus would be materially detrimental to the Company because such action would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction (“Confidential Information”), and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a registration statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a registration statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 2.9(a) is no longer necessary and (ii) 180 days; provided, however, no such 180-day period shall be successive with respect to the same Confidential Information. The Company agrees to give the notice under (i) above as promptly as reasonably practicable following the date that such suspension of rights is no longer necessary.
(b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination or acquisition of real property by the Company has occurred or is probable for purposes of Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X promulgated under the Securities Act or any successor rule, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a registration statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a registration statement shall be suspended until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in a registration statement, and the Company shall notify the Holders as promptly as reasonably practicable when such suspension is no longer required.
Section 2.10 Additional Shares. The Company, at its option, may register under a registration statement and include in any filings with any state securities commissions filed pursuant to this Agreement any number of unissued shares of Common Shares or any shares of Common Shares owned by any other shareholder or shareholders of the Company.
Section 2.11 Holdback Agreements; Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or underwriters in the case of an underwritten public offering.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Remedies. In addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, the Holders shall be entitled to specific performance of the rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.
Section 3.2 Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, in each case without the written consent of the Company and the Holders of a majority of the Registrable Securities; provided, however, that the effect of any such amendment will be that the consenting Holders will not be treated more favorably than all other Holders (without regard to any differences in effect that such amendment or waiver may have on the Holders due to the differing amounts of Registrable Securities held by such Holders). No failure or delay by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon any breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.
Section 3.3 Notices. All notices and other communications in connection with this Agreement shall be made in writing by hand delivery, registered first-class mail or air courier guaranteeing overnight delivery:
(i) if to the Company:
Verdera Energy Corp.
313 Albert Avenue
Saskatoon, Saskatchewan S7N 1E9
Attention: Tim Gabruch, [Email Redacted]
with a copy to:
Farris LLP
Suite 2500, 700 West Georgia Street
Vancouver, British Columbia, V7Y 1B3
Attention: Ronald Murray, rmurray@farris.com
(ii) if to the Initial Holder:
enCore Energy Corp.
101 N. Shoreline Blvd. Suite 450
Corpus Christi, TX 78401
Attention: Robert Willette, [Email Redacted]
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With a copy to:
Winston & Strawn LLP
2121 N Pearl St, Ste 900
Dallas, TX 75201
Attention: Charlie Haag, chaag@winston.com
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; when received if deposited in the mail, postage prepaid, if mailed; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.
Section 3.4 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns and transferees of each of the parties. Except as provided in this Section 3.4, this Agreement, and any rights or obligations hereunder, may not be assigned without the prior written consent of each of the parties. Notwithstanding anything in the foregoing to the contrary, any Holder may assign its rights under this Agreement to any Affiliate or any successor or acquirer of all or substantially all of the business or assets of the Initial Holder (by operation of law or otherwise) without the consent of the Company in connection with a transfer of such Holder’s Registrable Securities; provided, that the Holder satisfies all applicable transfer provisions for the Registrable Securities, and notifies the Company of such proposed transfer and assignment and the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Agreement.
Section 3.5 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.
Section 3.6 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the choice of law provisions thereof.
Section 3.7 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
Section 3.8 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
Section 3.9 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Section 3.10 No Third Party Beneficiaries. Nothing express or implied herein is intended or shall be construed to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights, remedies or other benefits under or by reason of this Agreement.
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Section 3.11 Termination. The obligations of the parties hereunder shall terminate (i) with respect to a Holder when it no longer holds Registrable Securities, and (ii) with respect to the Company when there are no longer any Registrable Securities; except, in each case, for any obligations under Sections 2.3, 2.4, 2.5, 2.6 and 2.7 and Article III that, by their terms, are intended to survive for a specific period of time.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| VERDERA ENERGY CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| ENCORE ENERGY CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.7
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 2025, is entered into by and between Verdera Energy Corp., a company existing under the laws of the Province of British Columbia (the “Company”) and enCore Energy Corp. (“enCore”).
WHEREAS, concurrently with the execution of this Agreement, the Company has entered into a Share Purchase Agreement (the “Purchase Agreement”) which, among other things, provides for (i) the creation of a new series of preferred shares of the Company, designated as the Class A Preferred Shares (the “Class A Preferred Shares”), (ii) the issuance and sale of the Class A Preferred Shares to enCore, and (iii) the potential conversion of the Class A Preferred Shares into common shares of the Company (the “Common Shares”);
WHEREAS, pursuant to the Purchase Agreement, the Company is pursuing a Going Public Transaction (as defined in the Purchase Agreement), which will result in the listing of the common shares of the Company on a Canadian stock exchange and the registration of the common shares of the Company under Section 12(b) or Section 12(g) of the Exchange Act (as hereinafter defined); and
WHEREAS, in connection with, and in consideration of, the transactions contemplated by the Purchase Agreement, enCore has requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party hereto, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. As used in this Agreement, the terms set forth below have the following meanings:
“Affiliate” of any Person means any other Person directly or indirectly controlling or controlled by or under common control with such Person. For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Agreement” means this Registration Rights Agreement, as it may be amended, supplemented or restated from time to time.
“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.
“Class A Preferred Shares” has the meaning set forth in the recitals.
“Commission” means the Securities and Exchange Commission.
“Common Shares” has the meaning set forth in the recitals.
“Company” has the meaning set forth in the preamble and, for purposes of clarity, includes any successor of the Company resulting from the Going Public Transaction and any Resulting Issuer (as defined in the Purchase Agreement) to which this Agreement is transferred or assigned pursuant to the Purchase Agreement.
“Confidential Information” shall have the meaning set forth in Section 2.9 of this Agreement.
“Demand Registration” shall have the meaning set forth in Section 2.1(b) of this Agreement.
“Demand Registration Statement” means a registration statement registering securities pursuant to a Demand Registration.
“Effective Date” means the date of the completion of the Going Public Transaction.
“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder.
“Holder” means any Initial Holder who is the owner of any Registrable Security, any Affiliates of the Initial Holder who are the owners of any Registrable Securities or any permitted assignee or transferee of such Initial Holder or any of its Affiliates provided such assignee or transferee agrees in writing to be bound by all the provisions hereof.
“Indemnified Party” has the meaning set forth in Section 2.6 of this Agreement.
“Indemnifying Party” has the meaning set forth in Section 2.6 of this Agreement.
“Initial Holder” means enCore.
“Inspector” has the meaning set forth in Section 2.2(g) of this Agreement.
“Maximum Number of Securities” has the meaning set forth in Section 2.1(d) of this Agreement.
“Person” means an individual or a corporation, partnership, limited liability company, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
“Piggyback Registration” shall have the meaning set forth in Section 2.1(b) of this Agreement.
“Records” has the meaning set forth in Section 2.2(g) of this Agreement.
“Registrable Securities” means (i) Common Shares at any time beneficially owned by enCore which are issuable or issued upon conversion of the Class A Preferred Shares and any additional Common Shares issued as a dividend, distribution or exchange for, or in respect of such Common Shares and (ii) all Common Shares owned by the Initial Holder and Affiliates of the Initial Holder, until the earlier to occur of:
(i) a registration statement covering such shares has been declared effective by the Commission and such shares have been disposed of pursuant to such effective registration statement;
(ii) such shares have been publicly sold under Rule 144 and the transferee thereof does not receive “restricted securities” as defined in Rule 144;
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(iii) all such shares held by such Person may be sold in one transaction pursuant to Rule 144;
(iv) such shares have been otherwise transferred in a transaction that constitutes a sale thereof under the Securities Act, the Company has delivered a new certificate or other evidence of ownership for such shares not bearing the Securities Act restricted stock legend and such shares may be resold or otherwise transferred by such transferee without subsequent registration under the Securities Act; or
(v) any shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise);
provided, however, that “Registrable Securities” for purposes of the indemnification obligations contained in Sections 2.4 and 2.5 shall mean all shares that are registered on an applicable registration statement, notwithstanding that such shares may not otherwise be “Registrable Securities” by operation of clause (iii) above.
“Registration Expenses” has the meaning set forth in Section 2.3 of this Agreement.
“Resale Shelf Registration Statement” has the meaning set forth in Section 2.1(a) of this Agreement.
“Requesting Holder” has the meaning set forth in Section 2.1(d)(ii) of this Agreement.
“Rule 144” means Rule 144 promulgated under the Securities Act or any similar successor rule thereto that may be promulgated by the Commission.
“Rule 415” means Rule 415 promulgated under the Securities Act or any similar successor rule thereto that may be promulgated by the Commission.
“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder.
“Selling Holder” means a Holder who is selling Registrable Securities pursuant to a registration statement under the Securities Act.
“Suspension Notice” means any written notice delivered by the Company pursuant to Section 2.9 with respect to the suspension of rights under a registration statement or any prospectus contained therein.
ARTICLE II
REGISTRATION RIGHTS
Section 2.1 Registration.
(a) Resale Shelf Registration. To the extent no such registration statement has been filed with the Commission prior to the date hereof, the Company shall prepare and file or cause to be prepared and filed with the Commission, as promptly as reasonably practicable following the Effective Date but in any event within 75 days after the Effective Date or such longer period as mutually agreed by the Company and the Initial Holder in writing, a shelf registration statement on Form F-3 registering the offering and sale of the Registrable Securities on a delayed or continuous basis pursuant to Rule 415 (except if the Company is not then eligible to register for resale the Registrable Securities on a shelf registration statement on Form F-3, then such registration shall be on a shelf registration statement on Form F-1 or another appropriate, form providing for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders) (the “Resale Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause the Resale Shelf Registration Statement to be declared effective as soon as possible after filing, and in no event later than 120 days after the Effective Date, and once effective, to keep the Resale Shelf Registration Statement continuously effective under the Securities Act at all times until the termination of this Agreement. In the event that the Company files a Form F-1 (or other long form shelf registration statement) pursuant to this Section 2.1(a), the Company shall use its commercially reasonable efforts to convert the Form F-1 to a Form F-3 as soon as practicable after the Company is eligible to use Form F-3.
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(b) Piggyback Registration. If at any time after the expiration of any applicable lock-up period to which a Holder’s shares are subject, if any, the Company proposes to file a registration statement (or a prospectus supplement pursuant to a then-existing shelf registration statement) under the Securities Act with respect to a proposed underwritten equity offering by the Company for its own account or for the account of any of its respective securityholders of any class of security other than a registration statement on Form F-4 or S-8 (or any substitute form that may be adopted by the Commission) filed in connection with an exchange offer, an offering of securities solely to the Company’s existing securityholders or the adoption of a long term incentive plan, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than 10 days before the anticipated filing date of the applicable preliminary prospectus or, if applicable, prospectus supplement; provided that in the case of a “bought deal” or an offering in which there is no (or very limited) marketing, such notice shall be given at least seven days before pricing, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggyback Registration”). The Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggyback Registration to be included on the same terms and conditions as any similar securities of the Company included therein.
(c) Demand Registration.
(i) Request for Registration. Commencing on or after the date that is one year after the Effective Date, and provided there is not an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1(a) in the intended method of disposition, Holders of Registrable Securities may make a written request for registration under the Securities Act of all or part of their Registrable Securities (a “Demand Registration”); provided, that the Company shall not be obligated to effect more than one Demand Registration in any twelve month period and not more than four total Demand Registrations, and provided, further, that Holders making such written request shall propose the sale of at least 500,000 shares of Registrable Securities (such number to be adjusted successively in the event the Company effects any share split, share consideration or recapitalization after the date hereof) or such lesser number of Registrable Securities if such lesser number is all of the Registrable Securities owned by the Holders. Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect a Demand Registration within 90 days after the closing of any underwritten offering in which the requesting Holder had the right to include up to 25% or more of the Registrable Securities so requested to be registered. Any such request will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Within 10 days after receipt of such request, the Company will give written notice of such registration request to all other Holders of Registrable Securities and include in such registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt by the applicable Holder of the Company’s notice. Each such request will also specify the number of shares of Registrable Securities to be registered and the intended method of disposition thereof.
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(ii) Effective Demand Registration. A registration will not count as a Demand Registration until it has become effective and has remained effective and available for at least 180 days (or such shorter period in which all Registrable Securities included in such registration have been sold).
(iii) Priority on Demand Registrations. If the Holders of a majority of shares of the Registrable Securities to be registered in a Demand Registration so elect by written notice to the Company, the offering of such Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering. The Company shall select the book-running managing underwriter in connection with any such Demand Registration; provided that such managing underwriter must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities included in such offering. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a majority of the shares of the Registrable Securities included in such offering. To the extent 25% or more of the Registrable Securities so requested to be registered are excluded from the offering in accordance with Section 2.1(d), the Holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section in such twelve-month period with respect to the Registrable Securities.
(d) Reduction of Offering. Notwithstanding anything contained herein, if the managing underwriter or underwriters of an offering described in Section 2.1(b) or (c) deliver a written opinion to the Company and the Holders of the Registrable Securities included in such offering exceeds the maximum dollar amount or maximum number of securities that can be sold in such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such registration:
(i) PiggyBack Registration. If the registration is undertaken for the Company’s account, the Company shall include in any such registration: (A) first, the Common Shares or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Initial Holder’s Common Shares or other securities, if any, comprised of Registrable Securities, (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Shares or other securities that are Registrable Securities held by Holders other than the Initial Holder and (D) finally, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Shares or other securities held by shareholders of the Company that have registration rights; or
(ii) Demand Registration. If the registration is a Demand Registration undertaken at the demand of a Holder that is not the Initial Holder or another shareholder of the Company that has registration rights (the “Requesting Holder”), the Company shall include in any such registration: (A) first, the Common Shares or other securities that are Registrable Securities for which the account of the Requesting Holder holds, without exceeding the Maximum Number of Securities, (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Common Shares or other securities that are Registrable Securities that the Initial Holder desires to sell that can be sold without exceeding the Maximum Number of Securities, (C), to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) or (B), the Common Shares or other securities that are Registrable Securities held by the remaining Holders that are not the Requesting Holder or Initial Holder and (D), to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) or (C), the Common Shares or other securities that have registration rights.
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(e) Selling Holders Become Party to Agreement. Each Holder acknowledges that by participating in its registration rights pursuant to this Agreement, such Holder will be deemed a party to this Agreement and will be bound by its terms.
Section 2.2 Registration Procedures; Filings; Information.
(a) Subject to Section 2.9 hereof, in connection with any requests that Registrable Securities be registered pursuant to Section 2.1(c) hereof, the Company will use its commercially reasonable efforts to effect the registration of the Registrable Securities covered thereby in accordance with the intended method of disposition thereof as promptly as reasonably practicable. In connection with any such request:
(i) The Company will, as expeditiously as reasonably possible, prepare and file with the Commission a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale of the Registrable Securities to be registered thereunder in accordance with the intended method of distribution thereof; provided that if the Company shall furnish to the Holders making a request for a Demand Registration pursuant to Section 2.1(c) a certificate signed by its Chairman or Chief Executive Officer stating that in his or her good faith judgment it would be significantly disadvantageous to the Company or its shareholders for such a registration statement to be filed as expeditiously as reasonably possible, the Company shall have a period of not more than 180 days within which to file such registration statement measured from the date of receipt of the request.
(ii) The Company will, if requested, prior to filing a registration statement or prospectus or any amendment or supplement thereto, furnish to each Selling Holder and each underwriter, if any, of the Registrable Securities covered by such registration statement copies of such registration statement, prospectus, amendment or supplement as proposed to be filed, and thereafter furnish to such Selling Holder or underwriter, if any, such number of conformed copies of such registration statement, each amendment or supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such Selling Holder or underwriter may reasonably request to facilitate the disposition of the Registrable Securities owned by such Selling Holder.
(b) In connection with any Resale Registration Statement or any Demand Registration Statement:
(i) After the filing of a registration statement, the Company will promptly notify each Selling Holder of Registrable Securities covered by such registration statement of any stop order issued or threatened by the Commission and take all reasonable actions required to prevent the entry of such stop order or to remove it if entered.
(ii) The Company will use its commercially reasonable efforts to (i) register or qualify the Registrable Securities under such other securities or “blue sky” laws of such jurisdictions in the United States (where an exemption does not apply) as any Selling Holder or managing underwriter or underwriters, if any, reasonably (in light of such Selling Holder’s intended plan of distribution) requests and (ii) cause such Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be reasonably necessary or advisable to enable such Selling Holder to consummate the disposition of the Registrable Securities owned by such Selling Holder; provided that the Company will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph (d), (B) subject itself to taxation in any such jurisdiction or (C) consent to general service of process in any such jurisdiction.
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(iii) The Company will immediately notify each Selling Holder of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the Company’s receipt of any notification of the suspension of the qualification of any Registrable Securities covered by a registration statement for sale in any jurisdiction; or (ii) the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and promptly make available to each Selling Holder any such supplement or amendment.
(iv) The Company will enter into customary agreements (including an underwriting agreement, if any, in customary form) and take such other actions as are reasonably required to expedite or facilitate the disposition of such Registrable Securities pursuant to the registration statement.
(v) The Company will make available for inspection by any Selling Holder of such Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other professional retained by any Selling Holder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and documents relating to the investments of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s directors and/or officers to supply all information reasonably requested by any Inspectors in connection with such registration statement. Records which the Company determines, in good faith, to be confidential and which it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (i) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in such registration statement or (ii) the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction. Each Selling Holder of such Registrable Securities agrees that information obtained by it as a result of such inspections shall be deemed confidential and shall not be used by it as the basis for any market transactions in the securities of the Company unless and until such is made generally available to the public. Each Selling Holder of such Registrable Securities further agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give written notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of the Records deemed confidential.
(vi) The Company will furnish to each Selling Holder and to each underwriter, if any, a signed counterpart, addressed to such Selling Holder or underwriter, of (i) an opinion or opinions of counsel to the Company and (ii) if eligible under applicable auditing standards, a comfort letter or comfort letters from the Company’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the Holders of a majority of the Registrable Securities included in such offering or the managing underwriter or underwriters therefor reasonably requests.
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(vii) The Company will otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering a period of 12 months, beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder (or any successor rule or regulation hereafter adopted by the Commission).
(viii) The Company will use its commercially reasonable efforts to cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed.
(ix) The Company may require each Selling Holder of Registrable Securities pursuant to a Demand Registration Statement to promptly furnish in writing to the Company such information regarding such Selling Holder, the Registrable Securities held by it and the intended method of distribution of the Registrable Securities as the Company may from time to time reasonably request and such other information as may be legally required in connection with such registration. No Holder may include Registrable Securities in any Demand Registration Statement pursuant to this Agreement unless and until such Holder has furnished to the Company such information. Each holder further agrees to furnish as soon as reasonably practicable to the Company all information required to be disclosed to make information previously furnished to the Company by such Holder not materially misleading.
(x) Each Selling Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 2.2(b)(i) or 2.2(b)(iii) or upon receipt of a Suspension Notice, such Selling Holder will discontinue disposition of Registrable Securities pursuant to a registration statement covering such Registrable Securities until such Selling Holder’s receipt of written notice from the Company that such disposition may be made and, in the case of clause (ii) of Section 2.2(b)(iii) or, if applicable, Section 2.9, copies of any supplemented or amended prospectus contemplated by clause (ii) of Section 2.2(b)(iii) or, if applicable, prepared under Section 2.9, and, if so directed by the Company, such Selling Holder will deliver to the Company all copies, other than permanent file copies then in such Selling Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice. Each Selling Holder of Registrable Securities agrees that it will immediately notify the Company at any time when a prospectus relating to the registration of such Registrable Securities is required to be delivered under the Securities Act of the happening of an event as a result of which information previously furnished by such Selling Holder to the Company in writing for inclusion in such prospectus contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made.
Section 2.3 Registration Expenses. In connection with any registration statement required to be filed hereunder, the Company shall pay the following registration expenses incurred in connection with the registration hereunder (the “Registration Expenses”): (i) all fees and expenses of compliance with securities or “blue sky” laws (including registration and filing fees and reasonable fees and disbursements of counsel to the Company in connection with blue sky qualifications of the Registrable Securities), (ii) printing expenses, (iii) the fees and expenses incurred in connection with the listing of the Registrable Securities, (iv) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent certified public accountants of a comfort letter or comfort letters requested pursuant to Section 2.2(b)(vi) hereof), and (v) the reasonable fees and expenses of any special experts retained by the Company in connection with such registration. The Company shall have no obligation to pay any fees, discounts or commissions attributable to the sale of Registrable Securities, any out-of-pocket expenses of the Holders (or the agents who manage their accounts), or any transfer taxes relating to the registration or sale of the Registrable Securities.
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Section 2.4 Indemnification by the Company. The Company agrees to indemnify and hold harmless each Selling Holder of Registrable Securities, its officers, directors and agents, and each Person, if any, who controls such Selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Registrable Securities (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) or any preliminary prospectus, or that arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission included in reliance upon and in conformity with information furnished in writing to the Company by such Selling Holder or on such Selling Holder’s behalf expressly for inclusion therein. The indemnity provided for in this Section 2.4 shall remain in full force and effect regardless of any investigation made by or on behalf of any Selling Holder.
Section 2.5 Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, directors and agents and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus.
In case any action or proceeding shall be brought against the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to the Company, and the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.4.
The obligations of any Selling Holder pursuant to this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration.
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Section 2.6 Conduct of Indemnification Proceedings. In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to Section 2.4 or 2.5, such person (an “Indemnified Party”) shall promptly notify the person against whom such indemnity may be sought (an “Indemnifying Party”) in writing and the Indemnifying Party shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Party, and shall assume the payment of all reasonable fees and expenses; provided, however, that the failure of any Indemnified Party to give such notice will not relieve such Indemnifying Party of any obligations under this Article II, except to the extent such Indemnifying Party is materially prejudiced by such failure. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such Indemnified Parties, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Indemnified Parties, such firm shall be designated in writing by (i) in the case of Persons indemnified pursuant to Section 2.4 hereof, the Selling Holders which owned a majority of the Registrable Securities sold under the applicable registration statement and (ii) in the case of Persons indemnified pursuant to Section 2.5, the Company. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent, or if there be a final judgment for the plaintiff, the Indemnifying Party shall indemnify and hold harmless such Indemnified Parties from and against any loss or liability (to the extent stated above) by reason of such settlement or judgment. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Party from all liability arising out of such proceeding.
Section 2.7 Contribution. If the indemnification provided for in Section 2.4 or 2.5 hereof is unavailable to an Indemnified Party or insufficient in respect of any losses, claims, damages or liabilities referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities between the Company on the one hand and each Selling Holder on the other, in such proportion as is appropriate to reflect the relative fault of the Company and each Selling Holder in connection with such statements or omissions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of each Selling Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Selling Holders agree that it would not be just and equitable if contribution pursuant to this Section 2.7 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Party as a result of the losses, claims, damages or liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 2.7, no Selling Holder shall be required to contribute any amount in excess of the amount by which the net proceeds from the sale of the securities of such Selling Holder to the public exceeds the amount of any damages which such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Selling Holder’s obligations to contribute pursuant to this Section 2.7 are several in proportion to the net proceeds of the offering received by such Selling Holder bears to the total net proceeds of the offering received by all the Selling Holders and not joint.
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Section 2.8 Rule 144. The Company covenants that it will (a) make and keep public information regarding the Company available as those terms are defined in Rule 144, (b) file in a timely manner any reports and documents required to be filed by it under the Securities Act and the Exchange Act, (c) furnish to any Holder forthwith upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule 144 (at any time more than 90 days after the Effective Date), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), and (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (d) take such further action as any Holder may reasonably request, all to the extent required from time to time to enable Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144.
Section 2.9 Suspension of Use of Registration Statement.
(a) If the Board of Directors of the Company determines in its good faith judgment that the filing of a registration statement under Section 2.1 or the use of any related prospectus would be materially detrimental to the Company because such action would require the disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or the disclosure of which would impede the Company’s ability to consummate a significant transaction (“Confidential Information”), and that the Company is not otherwise required by applicable securities laws or regulations to disclose, upon written notice of such determination by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a registration statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a registration statement shall be suspended until the earlier of (i) the date upon which the Company notifies the Holders in writing that suspension of such rights for the grounds set forth in this Section 2.9(a) is no longer necessary and (ii) 180 days; provided, however, no such 180-day period shall be successive with respect to the same Confidential Information. The Company agrees to give the notice under (i) above as promptly as reasonably practicable following the date that such suspension of rights is no longer necessary.
(b) If all reports required to be filed by the Company pursuant to the Exchange Act have not been filed by the required date without regard to any extension, or if the consummation of any business combination or acquisition of real property by the Company has occurred or is probable for purposes of Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X promulgated under the Securities Act or any successor rule, upon written notice thereof by the Company to the Holders, the rights of the Holders to offer, sell or distribute any Registrable Securities pursuant to a registration statement or to require the Company to take action with respect to the registration or sale of any Registrable Securities pursuant to a registration statement shall be suspended until the date on which the Company has filed such reports or obtained and filed the financial information required by Rule 3-05, Rule 3-14 or Article 11 of Regulation S-X to be included or incorporated by reference, as applicable, in a registration statement, and the Company shall notify the Holders as promptly as reasonably practicable when such suspension is no longer required.
Section 2.10 Additional Shares. The Company, at its option, may register under a registration statement and include in any filings with any state securities commissions filed pursuant to this Agreement any number of unissued shares of Common Shares or any shares of Common Shares owned by any other shareholder or shareholders of the Company.
Section 2.11 Holdback Agreements; Restrictions on Public Sale by Holder of Registrable Securities. To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or underwriters in the case of an underwritten public offering.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Remedies. In addition to being entitled to exercise all rights provided herein and granted by law, including recovery of damages, the Holders shall be entitled to specific performance of the rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.
Section 3.2 Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, in each case without the written consent of the Company and the Holders of a majority of the Registrable Securities; provided, however, that the effect of any such amendment will be that the consenting Holders will not be treated more favorably than all other Holders (without regard to any differences in effect that such amendment or waiver may have on the Holders due to the differing amounts of Registrable Securities held by such Holders). No failure or delay by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon any breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.
Section 3.3 Notices. All notices and other communications in connection with this Agreement shall be made in writing by hand delivery, registered first-class mail or air courier guaranteeing overnight delivery:
(i) if to the Company:
Verdera Energy Corp.
313 Albert Avenue
Saskatoon, Saskatchewan S7N 1E9
Attention: Tim Gabruch, [Email Redacted]
with a copy to:
Farris LLP
Suite 2500, 700 West Georgia Street
Vancouver, British Columbia, V7Y 1B3
Attention: Ronald Murray, rmurray@farris.com
(ii) if to the Initial Holder:
enCore Energy Corp.
101 N. Shoreline Blvd. Suite 450
Corpus Christi, TX 78401
Attention: Robert Willette, [Email Redacted]
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With a copy to:
Winston & Strawn LLP
2121 N Pearl St, Ste 900
Dallas, TX 75201
Attention: Charlie Haag, chaag@winston.com
All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; when received if deposited in the mail, postage prepaid, if mailed; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery.
Section 3.4 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns and transferees of each of the parties. Except as provided in this Section 3.4, this Agreement, and any rights or obligations hereunder, may not be assigned without the prior written consent of each of the parties. Notwithstanding anything in the foregoing to the contrary, any Holder may assign its rights under this Agreement to any Affiliate or any successor or acquirer of all or substantially all of the business or assets of the Initial Holder (by operation of law or otherwise) without the consent of the Company in connection with a transfer of such Holder’s Registrable Securities; provided, that the Holder satisfies all applicable transfer provisions for the Registrable Securities, and notifies the Company of such proposed transfer and assignment and the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Agreement.
Section 3.5 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.
Section 3.6 Governing Law . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to the choice of law provisions thereof.
Section 3.7 Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.
Section 3.8 Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Registrable Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.
Section 3.9 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
Section 3.10 No Third Party Beneficiaries. Nothing express or implied herein is intended or shall be construed to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights, remedies or other benefits under or by reason of this Agreement.
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Section 3.11 Termination. The obligations of the parties hereunder shall terminate (i) with respect to a Holder when it no longer holds Registrable Securities, and (ii) with respect to the Company when there are no longer any Registrable Securities; except, in each case, for any obligations under Sections 2.3, 2.4, 2.5, 2.6 and 2.7 and Article III that, by their terms, are intended to survive for a specific period of time.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| VERDERA ENERGY CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
| ENCORE ENERGY CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 10.8

April 4, 2025
VERDERA ENERGY CORP.
1200 – 750 West Pender Street
Vancouver, BC
V6C 2T8
Attention: Tim Gabruch, Chief Executive Officer
| Re: | Share Purchase Agreement dated March 17, 2025, among Verdera Energy Corp. (the “Purchaser”), Encore Energy Corp. (the “Vendor”), and NM Energy Holding Canada Corp. (the “Share Purchase Agreement”) |
This side letter (“Side Letter”) between the Purchaser and the Vendor is entered into in connection with the Share Purchase Agreement. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Share Purchase Agreement.
Under section 2.03(b) of the Share Purchase Agreement and the Articles of the Purchaser, which will govern the terms of the Consideration Shares, the Remaining Shares are to remain as non-voting Preferred Shares of the Purchaser or the Resulting Issuer, as applicable, on closing of a Going Public Transaction, with the Vendor as the holder of such shares having the option to elect to convert such shares into Resulting Issuer Shares either: (i) in connection with the Vendor’s distribution of Resulting Issuer Shares issued upon such conversion to its shareholders in accordance with Section 2.05 of the Share Purchase Agreement, or (ii) at any other time, which option shall be exercised by the Vendor providing the Resulting Issuer written notice, in which event the Remaining Shares shall convert to Resulting Issuer Shares on that date which is 61 days after delivery of such written notice to the Resulting Issuer.
Under section 2.03(d)(ii) of the Share Purchase Agreement, the consent of the Vendor is required before the Purchaser may proceed with a Going Public Transaction or any other transaction contemplated by Section 2.03(c)(i) that does not require a resolution of the Purchaser’s shareholders to proceed.
By execution and delivery of this Side Letter, the Vendor hereby:
| (a) | consents to the Purchaser undertaking a Going Public Transaction to which section 2.03(d)(ii) of the Share Purchase Agreement would apply, provided such transaction includes a financing for aggregate gross proceeds of at least C$20 million, at a minimum price per common share of $0.80; and |
| (b) | covenants and agrees, if requested in writing by the Resulting Issuer at any time following completion of the Going Public Transaction and the Distribution Registration Statement being declared effective, to forthwith (i) set a record date for distributing the Consideration Shares (or Resulting Issuer Shares issued in exchange therefor) to the Vendor’s shareholders by way of stock dividend or other distribution, (ii) make the election provided in Article 28(a)(3) of the Purchaser’s Articles (or the equivalent provision in the Resulting Issuer’s constating documents) upon setting such record date, and (iii) complete such distribution on that record date. |
This Side Letter may be terminated by mutual written consent of the Vendor and the Purchaser and will automatically terminate if the Share Purchase Agreement is terminated. This Side Letter may be executed and delivered in one or more counterparts and electronically, each of which when executed and delivered shall be deemed an original. All counterparts electronically delivered shall together be deemed to constitute one and the same agreement. Once executed and delivered, this Side Letter (a) constitutes a binding agreement between the Purchaser and the Vendor, (b) shall enure to the benefit of and be binding upon each of the Purchaser and the Vendor, and their successors and any permitted assigns, including the Resulting Issuer, and (c) shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal Laws of Canada applicable therein.
IN WITNESS WHEREOF this Agreement has been executed by the Purchaser and the Vendor as of the date first above written.
| VERDERA ENERGY CORP. | ||
| Per: | ||
| Authorized Signing Authority | ||
| ENCORE ENERGY CORP. | ||
| Per: | ||
| Authorized Signing Authority | ||
Exhibit 10.9
ROYALTY DEED
This ROYALTY DEED (“Royalty Deed”), effective as of May 15, 2025 (the “Effective Date”), is given by Verdera Energy Corp., a corporation organized under the laws of the province of British Columbia (“Grantor”) whose address is 1200 – 750 West Pender Street, Vancouver, British Columbia V6T 2T8, to enCore Energy Corp., a corporation organized under the laws of British Columbia (“Grantee”), whose address is 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas, 78401 United States, (each a “party” and together “the parties”).
NOW, THEREFORE, for and in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby GRANTS, ASSIGNS, CONVEYS, and WARRANTS unto Grantee, the Royalties as herein defined, with respect to all Uranium and other minerals mined or otherwise derived from properties identified in Schedule “A” to the Share Purchase Agreement (“Share Purchase Agreement”) entered into between the parties, dated March 17, 2025, (the “Properties”), which is mined, produced, or otherwise prepared for sale.
| 1. | ROYALTIES |
Amount and Basis
| 1.1. | Pursuant to the terms of this Royalty Deed, Grantor shall pay Grantee: |
| (a) | a net proceeds royalty equal to two percent (2%) of the Net Proceeds, as defined herein, received for Uranium mined, produced or otherwise derived from the Properties and processed or otherwise prepared for sale (the “Net Proceeds Royalty”); and |
| (b) | a net smelter return royalty equal to two percent (2%) of the of Net Smelter Returns, as defined herein, received for Products, as defined herein, other than Uranium, mined, produced or otherwise derived from the Properties and processed or otherwise prepared for sale (the “NSR Royalty”, and together with the Net Proceeds Royalty, the “Royalties”). |
Definitions
| 1.2. | “Allowable Deductions” means the following costs, charges, expenses and deductions actually incurred by Grantor in connection with the smelting, refining, treatment, beneficiation and/or sale of Product removed from the Properties: |
| (a) | smelting and refining charges and penalties, including all costs of assaying, analyzing, sampling or representation, umpire charges, metal deductions and losses, penalties for impurities and charges for treating, refining, beneficiating, storing and handling the Product levied by any smelter, refinery or other place of intermediary or final treatment or beneficiation; |
| (b) | the actual cost of transportation from the Property or from a concentrator, whether situated on or off the Property, to any smelter, refinery or other place of intermediate or final treatment or beneficiation and then to the place of sale, which includes commercially reasonable and customary packaging, freight, insurance, transportation taxes, handling, port, demurrage, delay and forwarding expenses incurred by reason of or in the course of such transportation; and |
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| (c) | severance, resource excise or other similar taxes and fees paid by Grantor and not based on Grantor’s income, |
provided that if smelting, refining or other intermediate or final treatment or beneficiation is carried out in facilities owned or controlled, in whole or in part, by the Grantor or its affiliates, then the Allowable Deductions shall include the lesser of: (A) the amount that the Grantor would have incurred if such smelting, refining or other treatment or beneficiation were carried out at facilities not owned or controlled by the Payor then offering comparable services for comparable products on prevailing terms and (B) the actual charges and costs incurred by the Grantor with respect to such smelting, refining, or other intermediate or final treatment or beneficiation;
| 1.3. | “Gross Revenues” means the amount of revenues actually received by, or credited to the account of, the Grantor or its affiliates during that calendar quarter from the sale of Product to a person other than an affiliate of the Grantor; |
| 1.4. | “Mining Claims” means mining claims, mining leases, or other mineral property interests; |
| 1.5. | “Net Proceeds” is defined as the total revenues generated from the sale of Uranium mined, produced, or otherwise derived from the Properties and processed, or otherwise prepared for sale from the Properties less only: |
| (a) | the actual cost of transportation from the mine or mill or other concentrating facilities which includes commercially reasonable and customary packaging, freight, insurance, transportation taxes, handling, port, demurrage, delay and forwarding expenses incurred by reason of or in the course of such transportation to the point of sale, |
| (b) | the actual cost of any sample assays and analyses required and performed by agreement with a purchaser and occurring after Uranium is removed from a mill or other concentrating facilities, |
| (c) | any penalties for impurities, not to exceed normal accepted industry limits and standards for similar Uranium, and |
| (d) | severance, resource excise or other similar taxes and fees paid by Grantor and not based on Grantor’s income. |
Any costs for processing or upgrading Uranium and any other costs not specifically mentioned in the definition of “Net Proceeds” above shall not be deducted from total revenues generated by sales of Uranium in calculating the Net Proceeds Royalty.
| 1.6. | “Net Smelter Returns” means the amount determined by subtracting the Allowable Deductions for the calendar quarter from the Gross Revenues for the calendar quarter |
| 1.7. | “Products” means any ores, concentrates, precipitates, doré, cathodes, leach solutions, refined metal or any other primary, intermediate or final products or any other product containing economically recoverable minerals obtained from ore mined, produced or extracted from the Properties, but excluding any uranium or other minerals contained in the definition of “Uranium”; |
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| 1.8. | “Spot U3O8 Price” means the average weekly spot price per pound of U3O8 for domestic delivery during the month in which such Uranium is sold, as quoted in the UX Weekly (published by The Uranium Exchange Company), or equivalent source if these sources are no longer available agreed upon by the parties. If the parties cannot reach agreement concerning the method to determine the Spot U3O8 Price within 30 days, then the parties will select an expert (the “Expert”) to make such a determination. If the parties cannot agree upon the selection of an Expert, an arbitrator shall be selected by application of the rules of the American Arbitration Association and the parties shall submit the issue to binding arbitration. |
| 1.9. | “Uranium” means uranium in any natural or processed form, including yellowcake, and shall also include thorium and other fissionable or spatially associated metals, minerals or other valuable substances associated with or produced along with uranium. |
Non-Arm’s Length Sales
| 1.10. | To the extent Grantor sells Uranium in other than an “arms-length transaction”, the total proceeds, for purposes of calculating the Net Proceeds, shall be calculated based on a total “deemed sales price” equal to the Spot U3O8 Price. If such sales are of unmilled materials, the total deemed sales price shall be calculated on the basis of the anticipated recovery of the U3O8 contained in such material. |
| 1.11. | To the extent Grantor sells Products in other than an “arms-length transaction”, the Gross Proceeds, for purposes of calculating the Net Smelter Returns, shall be calculated based on “deemed sales price” equal to the price of such Product as would be extended by an unaffiliated third party in an arm’s length transaction under similar circumstances. |
| 1.12. | An “arms-length transaction” means a bona fide transaction with a third-party purchaser, that is not an affiliate, subsidiary or parent of Grantor, or other entity in which Grantor has a material financial interest or exercises any degree of control. |
Payment
| 1.13. | The Royalties shall be due and payable in cash and shall be paid on or before the 20th day of the calendar month immediately succeeding the calendar month during which such royalties accrue and become payable, as follows: |
| (a) | The Net Proceeds Royalty shall be deemed accrued and payable within thirty (30) days of when Grantor receives payment in settlement for such Uranium sold or contracted. Each such royalty payment shall be accompanied by a written statement setting forth in detail the volumes of all Uranium attributable to such royalty payment and the basis for the calculation of the Net Proceeds Royalty, including, but not limited to, date of sale and shipment, assay reports and purchaser’s settlement sheets, shipper and shipping weights, and invoices for any deductions pursuant to paragraph 1.5. If such Net Proceeds Royalty or portions of such Net Proceeds Royalty are derived from sales of unmilled materials, such written statement shall include the calculation of the anticipated recovery of U3O8 contained in such unmilled materials. |
| (b) | The NSR Royalty shall be deemed accrued and payable within thirty (30) days of when Grantor receives payment in settlement for Products sold or contracted. Each such royalty payment shall be accompanied by a written statement setting forth in detail the type, quantity, grade, and volumes of all Products attributable to such royalty payment and the basis for the calculation of the NSR Royalty, including, but not limited to, date of sale and shipment, assay reports and purchaser’s settlement sheets, shipper and shipping weights, and invoices for any deductions pursuant to paragraph 1.2. |
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Grantee shall have the right at any time to request free copies of other records which Grantee may deem necessary to verify the accuracy of any or all royalty payments. Each statement furnished to Grantee shall be deemed to be correct and binding unless Grantee, within one year of its receipt, notifies Grantor that it disputes the correctness of such statement or requests an audit as defined in paragraph 1.14; provided, however, that the foregoing one-year limitation shall not apply in the case of fraud.
Right to Inspect and Audit
| 1.14. | Upon not less than 48 hours advance notice, Grantor shall make available, and Grantee shall be entitled to inspect and copy, all records and data pertaining to the computation of the Royalties, including, without limitation, any such records and data that are maintained electronically. All such data shall be subject to the confidentiality restrictions of this Royalty Deed. Grantor shall, at its own cost and expense, cooperate with all reasonable audits requested and conducted by Grantee. The cost of any such audit shall be borne by Grantee, unless the results of such audit show an aggregate underpayment of the Royalties for the payments in question of greater than ten percent (10%), in which case Grantor shall reimburse Grantee for all reasonable and documented costs of the audit. |
| 2. | OPERATIONS |
Annual Report
| 2.1. | The Grantor shall, during the term of this Royalty Deed, furnish Grantee, within 120 days of the completion of the Grantor’s fiscal year, a report with respect to work carried out by the Grantor on the Properties, the material results and segmented earnings thereof and plans or projections for the following year; provided that no report will be due for any year in which the Grantor has not undertaken operations on the Properties. |
No Implied Obligations
| 2.2. | There are no implied obligations arising under this Royalty Deed with respect to the exploration for and the development, mining, or marketing of Uranium or Products from the Properties. Grantor shall have no obligation to develop, mine, or sell Uranium or Products under terms or circumstances or at times which, in Grantor’s sole judgment, it is not commercially prudent business practice. |
Release, Abandonment or Surrender
| 2.3. | (a) | Grantor shall have the right to surrender, abandon or release: |
| (i) | all or part of any Mining Claim which constitutes a part of the Properties, including any Mining Claim located by Grantor on the same ground, whether by amendment, additional location or new location, or |
| (ii) | all or any part of Grantor’s interest in a Mining Claim constituting a part of the Properties |
by following the procedures provided in this paragraph 2.3. Upon such surrender, abandonment or release, Grantor’s obligations hereunder shall terminate and end as to such released Mining Claim or Minig Claims, or part or parts thereof, except for obligations accrued, and Grantor shall have no obligation hereunder to Grantee except for those that had previously accrued as to the Mining Claim or Mining Claims, or part or parts thereof.
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(b) If Grantor determines to surrender, abandon, or release all or any part of a Mining Claim as provided in paragraph 2.3(a)(i), or all or any part of its interest in a Mining Claim as provided in paragraph 2.3(a)(ii), it shall notify Grantee in writing not less than ninety days prior to such surrender, abandonment. or release. Within thirty days after receipt of that notice, Grantee shall provide Grantor written notice as to whether Grantee elects to receive a conveyance by quitclaim deed or other applicable instrument of transfer of the interest which Grantor proposes to release, surrender, or abandon. If Grantee elects to receive such a conveyance, then Grantor shall quitclaim, or otherwise transfer or assign to Grantee its interest in such Mining Claim or claims, or part thereof. Grantor shall not surrender, abandon. or release all or any part of a Mining Claim as provided in paragraph 2.3(a)(i), or all or any part of its interest in a Mining Claim as provided in paragraph 2.3(a)(ii), until the expiration of thirty days after Grantee’s receipt of the notice described in this paragraph.
(c) If Grantor proposes an abandonment, surrender, or release of all or part of a Mining Claim or claims before March 1 of the year in which it makes such proposal, Grantor shall have no obligation whatsoever in connection with any Annual Report described in paragraph 2.1 on the claim or claims, or parts thereof, to which the proposal relates. If Grantor’s proposal is made after March 1 of the year in which it is made, it shall do assessment work as to such claim or claims involved up to the date of such abandonment, surrender, or release.
(d) If Grantor shall abandon title to one or more of the unpatented Mining Claims forming part of the Properties in accordance with this paragraph 2.3, Grantor shall have no further obligation whatsoever to Grantee with respect to such claims, except obligations existing at the time the claims were released.
Sampling, Assay, and Analysis
| 2.4. | Any sampling and analysis shall be made in accordance with sound, commercially reasonable mining and metallurgical practices and standard sampling and analysis procedures prevailing in the mining and metallurgical industry. Grantee shall have the right to have a representative present at the time samples are taken and shall be provided statements or reports of the results, provided, however, Grantee shall provide Grantor with not less than five days’ notice of Grantee’s intent to have such representative present at the time samples are taken and Grantee shall bear the entire cost of its representative. All statements or reports wherein Grantor's assay of samples are set forth shall be conclusively presumed to be true and correct unless, within ninety days after such statements or reports are delivered to Grantee, Grantee makes written objection thereto and demands an assay by an independent third party. |
| 3. | METHOD OF PAYMENT AND NOTICES |
Method of Payment
| 3.1. | Any payments required of Grantor herein shall be made by wire transfer or electronic funds transfer to such account as the Grantee may direct. Any overdue payments shall bear interest on the unpaid balance at the rate of five percent (5%) per year compounded annually. |
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Notices
| 3.2. | The address of each of the parties shall for all purposes be as set forth above unless otherwise changed by the applicable party by notice to the other as provided herein. All notices or other communications required or permitted to be given pursuant to the provisions of this Royalty Deed shall be in writing and shall be considered as properly given if mailed by certified mail with return receipt requested, by overnight courier service, email with confirmation of receipt, or by delivering the same in person to the intended addressee. Notices hereunder in any manner shall be effective only if and when received by the addressee, but a refusal to accept delivery of a notice shall be deemed to be receipt of such notice. |
Right of Offset
| 3.3. | Notwithstanding the foregoing, Grantor shall be entitled to a credit against its obligations hereunder and such credit shall be treated as a cash payment made hereunder by Grantor at such time or times as a credit or credits arise, in the amount of any claim for indemnification under the Share Purchase Agreement; provided however, that if Grantee files a written notice with Grantor disputing such claim, then Grantor shall make such payment, but into an escrow account rather than to Grantee pending the resolution of such dispute. |
| 4. | COMMINGLING |
Grantor shall have the right to commingle Uranium or Products mined from the Properties with ores from other lands and properties; provided, however, that Grantor shall calculate from representative samples the average grade of the ore and shall weigh (or calculate by volume) the ore before commingling using generally accepted industry practices. In obtaining representative samples, calculating the average grade of the ore and average recovery percentages subject to paragraph 2.4, Grantor may use any procedures generally accepted in the mining and metallurgical industry which it reasonably believes suitable for the type of mining and processing activity being conducted and, in the absence of fraud, its choice of such procedures shall be final and binding on Grantee.
| 5. | REDUCTION, ADJUSTMENT, RANK |
Less Interest
| 5.1 | If any interest in any mineral estate forming part of the Properties is reduced, then all Royalties payable under this Royalty Deed with respect to that particular mineral estate shall be reduced proportionally. |
Other Royalties
| 5.2 | In respect of any part of the Properties, if the payment of the Royalties would, by reason of one or more royalty rights (which includes similar encumbrances functioning as a royalty) existing as of March 17, 2025, result in the aggregate of all royalties payable in respect of such part of the Properties effectively exceeding a 5% net proceeds royalty on Uranium or a 5% net smelter returns royalty on Products, as applicable, then the Net Proceeds Royalty and/or the NSR Royalty, as applicable, shall be reduced such that the total royalties and similar encumbrances on applicable to Uranium and/or Products, as applicable, on such part of the Properties do not exceed 5%. |
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Equal Rank
| 5.3 | In respect of any part of the Properties on which an existing royalty (or similar encumbrance) exists, the Royalties payable in respect of such part of the Properties shall be equal in priority to such existing royalty (or similar encumbrance), unless seniority or subordination of an existing royalty (or similar encumbrance) is mandated by a governmental authority. |
| 6. | AREA OF INTEREST |
The Royalties shall apply to any Mining Claim or section acquired, staked, or claimed by the Grantor, partially or wholly within a 2 mile radius from the perimeter of the location of any historical or current resource on any part of the Properties (determined pursuant to paragraph 7 below), or if a perimeter of an historical resource is not determinable, then a 2 mile radius from the border of the claim or section in which any such historical resource is located.
| 7. | BUY-BACK RIGHT |
The Grantor shall have the option (the “Buyback Right”) to purchase, at its sole discretion and exercisable in whole or in part from time to time following the Going Public Transaction (as defined in the Share Purchase Agreement), up to 100% of both the Net Proceeds Royalty and the NSR Royalty by making a single aggregate cash payment to the Grantee. The aggregate cash payment to purchase 100% of both the Net Proceed Royalty and the NSR Royalty shall be calculated based on the total historical and/or current resources on the Properties as follows:
| (a) | US$6 per acre if there is no historical nor current mineral resource; |
| (b) | US$25,000 per 1 million pounds of historical resources; |
| (c) | US$40,000 per 1 million pounds of NI 43-101 Inferred resource; |
| (d) | US$50,000 per 1 million pounds of NI 43-101 Indicated resource; and |
| (e) | US$75,000 per 1 million pounds of NI 43-101 Measured resource. |
For the purposes of the calculation in this paragraph 7, the determination of resources categories as Inferred, Indicated, Measured or historical, if applicable, shall be as set out in the most recent technical report(s) prepared pursuant to National Instrument 43-101 by or for the Grantor and publicly disclosed. If the Grantor elects to exercise the Buyback Right for less than 100% of the Net Proceeds and the NSR Royalty, the buyback price shall be reduced proportionally based on the percentage of the Net Proceeds Royalty and NSR Royalty purchased.
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| 8. | CONFIDENTIALITY |
| 8.1 | All information obtained in connection with the performance of this Royalty Deed and the calculation and payment of the Royalties payable hereunder shall be the exclusive property of the parties, and, except as provided in this paragraph, shall not be disclosed to any third party or the public without the prior written consent of the other, which consent shall not be unreasonably withheld. Provided, however, the consent required by this paragraph shall not apply to a disclosure: |
(a) to an affiliate, consultant, contractor or subcontractor of the disclosing party that has a bona fide need to be informed;
(b) to any third party to whom a party contemplates a transfer of all or any part of its interest in or to this Royalty Deed;
(c) to a governmental agency, stock exchange or to the public if such disclosing party believes in good faith that the disclosure is required by applicable law or regulation or the rules of any stock exchange; or
(d) in connection with arbitration or judicial proceedings that require such disclosure.
In any case to which an exception to confidentiality under this paragraph is applicable, the disclosing party shall give notice to the other party at least twenty-four hours prior to making such disclosure. As to any disclosure pursuant to paragraphs 8.1(a) and 8.1(b) only such confidential information as such third party shall have a legitimate business need to know shall be disclosed and such third party shall first agree in writing to protect the confidential information from further disclosure to the same extent as the parties are obligated under this paragraph.
| 9. | MISCELLANEOUS PROVISIONS |
Further Acts
| 9.1 | Each party to this Royalty Deed agrees to perform any further acts and execute and deliver any documents that may be reasonably necessary to carry out the provisions of this Royalty Deed. |
Waiver of Breach
| 9.2 | The waiver of either party of any breach of any provision of this Royalty Deed will not operate or be construed as a waiver of any subsequent breach by the other party. |
Sophistication of Parties
| 9.3 | Each party to this Royalty Deed represents that it is a sophisticated commercial party capable of understanding all of the terms of this Royalty Deed, that it has had an opportunity to review this Royalty Deed with its counsel, and that it enters this Royalty Deed with full knowledge of the terms of the Royalty Deed. |
Assignment
| 9.4 | (a) All or a part of the Royalties may be assigned, sold, encumbered, or transferred by the Grantee upon providing written notice of such action to the Grantor, including, if applicable, a copy of the agreement by the assignee to agree to be bound by this Royalty Deed. No change or division in the ownership of the Royalties or payment of proceeds attributable to the Royalties shall enlarge the obligations or diminish the rights of the Grantor. |
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(b) The Properties or any part thereof may be conveyed, sold, transfer, assigned, or encumbered by Grantor upon the Grantor providing written notice of such action to the Grantee, including, if applicable, a copy of the agreement by the assignee to be bound by this Royalty Deed, and provided that the foregoing right shall, prior to the Grantor completing a “Going Public Transaction”, as defined in the Share Purchase Agreement, be subject to the Grantor receiving the prior written consent of the Grantee.
Entire Agreement
| 9.5 | This Royalty Deed supersedes any and all other understandings and agreements, either oral or in writing, between the parties hereto with respect to the Royalties and constitutes the sole and only agreement between the parties with respect to the Royalties. Each party to this Royalty Deed acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party or by anyone acting on behalf of any party, which are not embodied herein, and that no agreement, statement or promise not contained in this Royalty Deed will be valid or binding or of any force or effect. No change or modification to this Royalty Deed will be valid or binding upon the parties hereto unless such change or modification is in writing and is signed by the parties hereto. Captions and headings are for convenience only and will not alter any provision to be used in construing this Royalty Deed. |
Severability
| 9.6 | In the event that any one or more of the provisions contained in this Royalty Deed is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect for any reason, that invalidity, illegality or unenforceability will not affect any other provisions hereof and this Royalty Deed will be construed as if that invalid, illegal or unenforceable provision had never been contained herein. |
Governing Law
| 9.7 | This Royalty Deed will be governed by and construed in accordance with the laws of the State of New Mexico without regard to the principles of conflicts of laws thereof. |
Dispute Resolution.
| 9.8 | If the parties are unable to resolve any disputes arising from this Royalty Deed, they shall submit the dispute to arbitration in Albuquerque, New Mexico before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be selected by application of the rules of the American Arbitration Association. No party to this Royalty Deed shall challenge the jurisdiction or venue of the arbitration. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. Each party shall bear its costs of the arbitration and the costs of the arbitrator shall be split evenly between the parties. |
Parties Bound
| 9.9 | This Royalty Deed runs with the land with respect to the mineral interest situated on fee Properties. The terms, promises, covenants and agreements contained in this Royalty Deed will apply to, be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. |
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Counterparts
| 9.10 | This Royalty Deed may be executed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. |
Third-Parties:
| 9.11 | Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity other than the parties and their successors and assigns, any rights or remedies under or by reason of this Royalty Deed. |
[Remainder of Page Intentionally Left Blank; Signatures to Follow]
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IN WITNESS WHEREOF, Grantor and Grantee have duly executed this Royalty Deed to be effective as of the date set forth above.
| GRANTOR: | ||
| VERDERA ENERGY CORP. A British Columbia corporation | ||
| By: | ||
| Name: | Janet Lee-Sheriff | |
| Title: | Director | |
| STATE OF ______________ | ) | |||
| : | ss. | |||
| COUNTY OF ____________ | ) |
On this ________ day of ____________________, personally appeared before me Janet Lee-Sheriff proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity as a director of Verdera Energy Corp., a British Columbia corporation, and that by her signature on the instrument said entity executed such instrument as grantor as its act and deed.
| NOTARY PUBLIC |
| My Commission Expires: | Residing at: | |
[Signature Page to Royalty Deed]
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IN WITNESS WHEREOF, Grantor and Grantee have duly executed this Royalty Deed to be effective as of the date set forth above.
| GRANTEE: | ||
| enCore Energy Corp. A British Columbia corporation | ||
| By: | ||
| Name: | Robert Willette | |
| Title: | Interim Chief Executive Officer | |
| STATE OF ______________ | ) | |||
| : | ss. | |||
| COUNTY OF ____________ | ) |
On this ________ day of ____________________, personally appeared before me Robert Willette proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity as Interim Chief Executive Officer of enCore Energy Corp., a British Columbia corporation, and that by his signature on the instrument said entity executed such instrument as grantor as its act and deed.
| NOTARY PUBLIC |
| My Commission Expires: | Residing at: | |
[Signature Page to Royalty Deed]
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Exhibit 10.10

FORM 5D
ESCROW AGREEMENT
THIS AGREEMENT is made as of the 20th day of February, 2026.
AMONG:
VERDERA ENERGY CORP. (formerly, POCML 7 Inc.)
(the “Issuer”)
AND:
TSX TRUST COMPANY
(the “Escrow Agent”)
AND:
EACH OF THE UNDERSIGNED SECURITYHOLDERS OF THE ISSUER
(a “Securityholder” or “you”)
(collectively, the “Parties”)
This Agreement is being entered into by the Parties under Policy 5.4 – Capital Structure, Escrow and Resale Restrictions (the “Policy”) of the TSX Venture Exchange (the “Exchange”) in connection with a Qualifying Transaction (the “Transaction”).
The Issuer is a Tier 1 Issuer as described in Policy 2.1 - Initial Listing Requirements of the Exchange.
For good and valuable consideration, the Parties agree as follows:
PART 1 ESCROW
| 1.1 | Appointment of Escrow Agent |
The Issuer and the Securityholders appoint the Escrow Agent to act as escrow agent under this Agreement. The Escrow Agent accepts the appointment.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 1 |
| 1.2 | Deposit of Escrow Securities in Escrow |
| (1) | You are depositing the securities (escrow securities) listed below your name in Schedule A with the Escrow Agent to be held in escrow under this Agreement. You will immediately deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of these escrow securities which you have or which you may later receive. If you are not an individual, you will also complete, execute and deliver to the Exchange an Undertaking of Holder of Escrow Securities that is Not an Individual in the form attached as Schedule C. |
| (2) | If you receive any other securities (additional escrow securities): |
| (a) | as a dividend or other distribution on escrow securities; |
| (b) | on the exercise of a right of purchase, conversion or exchange attaching to escrow securities, including securities received on conversion of special warrants; |
| (c) | on a subdivision, or compulsory or automatic conversion or exchange of escrow securities; |
| (d) | from a successor issuer in a business combination, if Part 6 of this Agreement applies; or |
| (e) | issued in connection with the Transaction to which this Agreement relates; |
you will deposit them in escrow with the Escrow Agent. You will deliver or cause to be delivered to the Escrow Agent any share certificates or other evidence of those additional escrow securities. When this Agreement refers to escrow securities, it includes additional escrow securities.
| (3) | You will immediately deliver to the Escrow Agent any replacement share certificates or other evidence of additional escrow securities issued to you. |
| 1.3 | Direction to Escrow Agent |
The Issuer and the Securityholders direct the Escrow Agent to hold the escrow securities in escrow until they are released from escrow under this Agreement.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 2 |
| PART 2 | RELEASE OF ESCROW SECURITIES |
| 2.1 | Release Provisions |
Subject to the Policy and sections 2.5, 2.6, 2.7 and 3.1 of this Agreement, the escrow securities will be released from escrow in accordance with the release provisions set out in Schedule B(1), which are incorporated into and form part of this Agreement.
| 2.2 | Additional escrow securities |
If you acquire additional escrow securities in connection with the Transaction to which this Agreement relates, those securities will be added to the securities already in escrow, to increase the number of remaining escrow securities. After that, all of the escrow securities will be released in accordance with the applicable release schedule.
| 2.3 | Delivery of Share Certificates for Escrow Securities |
The Escrow Agent will send to each Securityholder any share certificates or other evidence of that Securityholder’s escrow securities in the possession of the Escrow Agent released from escrow as soon as reasonably practicable after the release.
| 2.4 | Replacement Certificates |
If, on the date a Securityholder’s escrow securities are to be released, the Escrow Agent holds a share certificate or other evidence representing more escrow securities than are to be released, the Escrow Agent will deliver the share certificate or other evidence to the Issuer or its transfer agent and request replacement share certificates or other evidence. The Issuer will cause replacement share certificates or other evidence to be prepared and delivered to the Escrow Agent. After the Escrow Agent receives the replacement share certificates or other evidence, the Escrow Agent will send to the Securityholder or at the Securityholder’s direction, the replacement share certificate or other evidence of the escrow securities released. The Escrow Agent and Issuer will act as soon as reasonably practicable.
| 2.5 | Release upon Death |
| (1) | If a Securityholder dies, the Securityholder’s escrow securities will be released from escrow. The Escrow Agent will deliver any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent to the Securityholder’s legal representative provided that: |
| (a) | the legal representative of the deceased Securityholder provides written notice to the Exchange of the intent to release the escrow securities as at a specified date which is at least 10 business days and not more than 30 business days prior to the proposed release; and |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 3 |
| (b) | the Exchange provides the Escrow Agent with written notice that it does not object to the release prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
| (2) | Prior to delivery the Escrow Agent must receive: |
| (a) | a certified copy of the death certificate; and |
| (b) | any evidence of the legal representative’s status that the Escrow Agent may reasonably require. |
| 2.6 | Exchange Discretion to Terminate |
If the Escrow Agent receives a request from the Exchange to halt or terminate the release of escrow securities from escrow, then the Escrow Agent will comply with that request, and will not release any escrow securities from escrow until it receives the written consent of the Exchange.
| 2.7 | Discretionary Applications |
The Exchange may consent to the release from escrow of escrow securities in other circumstances and on terms and on conditions it deems appropriate. Escrow securities may be released from escrow provided that the Escrow Agent receives written notice from the Exchange.
| PART 3 | EARLY RELEASE ON CHANGE OF ISSUER STATUS |
| 3.1 | Early Release – Graduation to Tier 1 |
| (1) | When a Tier 2 Issuer becomes a Tier 1 Issuer, the release schedule for its escrow securities changes. |
| (2) | If the Issuer reasonably believes that it meets the Initial Listing Requirements of a Tier 1 Issuer as described in Policy 2.1 – Initial Listing Requirements, the Issuer may make application to the Exchange to be listed as a Tier 1 Issuer. The Issuer must also concurrently provide notice to the Escrow Agent that it is making such an application. |
| (3) | If the graduation to Tier 1 is accepted by the Exchange, the Exchange will issue an Exchange Bulletin confirming final acceptance for listing of the Issuer on Tier 1. Upon issuance of this Bulletin the Issuer must immediately: |
| (a) | issue a news release: |
| (i) | disclosing that it has been accepted for graduation to Tier 1; and |
| (ii) | disclosing the number of escrow securities to be released and the dates of release under the new schedule; and |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 4 |
| (b) | provide the news release, together with a copy of the Exchange Bulletin, to the Escrow Agent. |
| (4) | Upon completion of the steps in section 3.1(3) above, the Issuer’s release Schedule B(2) will be replaced with release Schedule B(1). |
| (5) | Within 10 days of the Exchange Bulletin confirming the Issuer’s listing on Tier 1, the Escrow Agent must release any escrow securities from escrow securities which under the new release schedule would have been releasable at a date prior to the Exchange Bulletin. |
| PART 4 | DEALING WITH ESCROW SECURITIES |
| 4.1 | Restriction on Transfer, etc. |
Unless it is expressly permitted in this Agreement, you will not sell, transfer, assign, mortgage, enter into a derivative transaction concerning, or otherwise deal in any way with your escrow securities or any related share certificates or other evidence of the escrow securities. If a Securityholder is not an individual (a “holding company”) and is controlled by one or more Principals of the Issuer, the Securityholder may not participate in a transaction that results in a change of its control or a change in the economic exposure of the Principals to the risks of holding escrow securities. Further, if escrow securities are held by a holding company, the Exchange will require that the holding company and the controlling securityholders of that holding company sign and deliver to the Exchange undertakings in the form set out in Schedule C to this Agreement, in which they agree not to permit or authorize any securities of the holding company to be issued or transferred, nor otherwise permit or authorize the holding company to carry out any transaction that could reasonably result in a change of control of the holding company, without the prior written consent of the Exchange.
| 4.2 | Pledge, Mortgage or Charge as Collateral for a Loan |
Notwithstanding section 4.1, subject to Exchange acceptance, you may pledge, mortgage or charge your escrow securities to a financial institution as collateral for a loan, provided that no escrow securities or any share certificates or other evidence of escrow securities will be transferred or delivered by the Escrow Agent to the financial institution for this purpose. The loan agreement must provide that the escrow securities will remain in escrow if the lender realizes on the escrow securities to satisfy the loan. In order to obtain Exchange acceptance, you must file a draft loan agreement describing the terms of the loan and the collateral requirements.
| 4.3 | Voting of Escrow Securities |
Although you may exercise voting rights attached to your escrow securities, you may not, while your securities are held in escrow, exercise voting rights attached to any securities (whether in escrow or not) in support of one or more arrangements that would result in the repayment of capital being made on the escrow securities prior to a winding up of the Issuer.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 5 |
| 4.4 | Dividends on Escrow Securities |
You may receive a dividend or other distribution on your escrow securities, and elect the manner of payment from the standard options offered by the Issuer. If the Escrow Agent receives a dividend or other distribution on your escrow securities, other than additional escrow securities, the Escrow Agent will pay the dividend or other distribution to you on receipt.
| 4.5 | Exercise of Other Rights Attaching to Escrow Securities |
You may exercise your rights to exchange or convert your escrow securities in accordance with this Agreement.
| PART 5 | PERMITTED TRANSFERS WITHIN ESCROW |
| 5.1 | Transfer to Directors and Senior Officers |
| (1) | If permitted under their terms, you may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer and provided that: |
| (a) | you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange provides the Escrow Agent with written notice that it does not object to the transfer prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
| (2) | Prior to the transfer the Escrow Agent must receive: |
| (a) | a certified copy of the resolution of the board of directors of the Issuer approving the transfer; |
| (b) | a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required acceptance from the exchange the Issuer is listed on has been received; |
| (c) | an acknowledgment in the form of Form 5E signed by the transferee; and |
| (d) | a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 6 |
| 5.2 | Transfer to Other Principals |
| (1) | If permitted under their terms, you may transfer escrow securities within escrow: |
| (a) | to a person or company that before the proposed transfer holds more than 20% of the voting rights attached to the Issuer’s outstanding securities; or |
| (b) | to a person or company that after the proposed transfer |
| (i) | will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities, and |
| (ii) | has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries, |
provided that:
| (c) | you make an application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (d) | the Exchange provides the Escrow Agent with written notice that it does not object to the transfer prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
| (2) | Prior to the transfer the Escrow Agent must receive: |
| (a) | a certificate signed by a director or officer of the Issuer authorized to sign, stating that: |
| (i) | the transfer is to a person or company that the officer believes, after reasonable investigation, holds more than 20% of the voting rights attached to the Issuer’s outstanding securities before the proposed transfer; or |
| (ii) | the transfer is to a person or company that: |
| (A) | the officer believes, after reasonable investigation, will hold more than 10% of the voting rights attached to the Issuer’s outstanding securities; and |
| (B) | has the right to elect or appoint one or more directors or senior officers of the Issuer or any of its material operating subsidiaries |
after the proposed transfer; and
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 7 |
| (iii) | any required approval from the Exchange or any other exchange on which the Issuer is listed has been received; |
| (b) | an acknowledgment in the form of Form 5E signed by the transferee; and |
| (c) | a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. |
| 5.3 | Transfer upon Bankruptcy |
| (1) | If permitted under their terms, you may transfer escrow securities within escrow to a trustee in bankruptcy or another person or company entitled to escrow securities on bankruptcy provided that: |
| (a) | you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange provides the Escrow Agent with written notice that it does not object to the transfer prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
| (2) | Prior to the transfer, the Escrow Agent must receive: |
| (a) | a certified copy of either |
| (i) | the assignment in bankruptcy filed with the Superintendent of Bankruptcy, or |
| (ii) | the receiving order adjudging the Securityholder bankrupt; |
| (b) | a certified copy of a certificate of appointment of the trustee in bankruptcy; |
| (c) | a transfer power of attorney, duly completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and |
| (d) | an acknowledgment in the form of Form 5E signed by |
| (i) | the trustee in bankruptcy or |
| (ii) | on direction from the trustee, with evidence of that direction attached to the acknowledgement form, another person or company legally entitled to the escrow securities. |
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| 5.4 | Transfer Upon Realization of Pledged, Mortgaged or Charged Escrow Securities |
| (1) | If permitted under their terms, you may transfer escrow securities you have pledged, mortgaged or charged under section 4.2 to a financial institution as collateral for a loan within escrow to the lender on realization provided that: |
| (a) | you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange provides the Escrow Agent with written notice that it does not object to the transfer prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
| (2) | Prior to the transfer the Escrow Agent must receive: |
| (a) | a statutory declaration of an officer of the financial institution that the financial institution is legally entitled to the escrow securities; |
| (b) | evidence that the Exchange has accepted the pledge, mortgage or charge of escrow securities to the financial institution; |
| (c) | a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and |
| (d) | an acknowledgement in the form of Form 5E signed by the financial institution. |
| 5.5 | Transfer to Certain Plans and Funds |
| (1) | If permitted under their terms, you may transfer escrow securities within escrow to or between a registered retirement savings plan (RRSP), registered retirement income fund (RRIF) or other similar registered plan or fund with a trustee, where the beneficiaries of the plan or fund are limited to you and your spouse, children and parents provided that: |
| (a) | you make application to transfer under the Policy at least 10 business days and not more than 30 business days prior to the date of the proposed transfer; and |
| (b) | the Exchange provides the Escrow Agent with written notice that it does not object to the transfer prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date. |
| (2) | Prior to the transfer the Escrow Agent must receive: |
| (a) | evidence from the trustee of the transferee plan or fund, or the trustee’s agent, stating that, to the best of the trustee’s knowledge, the annuitant of the RRSP or RRIF or the beneficiaries of the other registered plan or fund do not include any person or company other than you and your spouse, children and parents; |
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| (b) | a transfer power of attorney, executed by the transferor in accordance with the requirements of the Issuer’s transfer agent; and |
| (c) | an acknowledgement in the form of Form 5E signed by the trustee of the plan or fund. |
| 5.6 | Effect of Transfer Within Escrow |
After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred, on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to transferees under this Part 5.
| 5.7 | Discretionary Applications |
The Exchange may consent to the transfer within escrow of escrow securities in other circumstances and on such terms and conditions as it deems appropriate.
| PART 6 | BUSINESS COMBINATIONS |
| 6.1 | Business Combinations |
This Part applies to the following (business combinations):
| (a) | a formal take-over bid for all outstanding securities of the Issuer or which, if successful, would result in a change of control of the Issuer |
| (b) | a formal issuer bid for all outstanding equity securities of the Issuer |
| (c) | a statutory arrangement |
| (d) | an amalgamation |
| (e) | a merger |
| (f) | a reorganization that has an effect similar to an amalgamation or merger |
| 6.2 | Delivery to Escrow Agent |
| (1) | You may tender your escrow securities to a person or company in a business combination. At least five business days prior to the date the escrow securities must be tendered under the business combination, you must deliver to the Escrow Agent: |
| (a) | a written direction signed by you that directs the Escrow Agent to deliver to the depositary under the business combination any share certificates or other evidence of the escrow securities and a completed and executed cover letter or similar document and, where required, transfer power of attorney completed and executed for transfer in accordance with the requirements of the Issuer’s depository, and any other documentation specified or provided by you and required to be delivered to the depositary under the business combination; |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 10 |
| (b) | written consent of the Exchange; and |
| (c) | any other information concerning the business combination as the Escrow Agent may reasonably require. |
| 6.3 | Delivery to Depositary |
| (1) | As soon as reasonably practicable, and in any event no later than three business days after the Escrow Agent receives the documents and information required under section 6.2, the Escrow Agent will deliver to the depositary, in accordance with the direction, any share certificates or other evidence of the escrow securities, and a letter addressed to the depositary that |
| (a) | identifies the escrow securities that are being tendered; |
| (b) | states that the escrow securities are held in escrow; |
| (c) | states that the escrow securities are delivered only for the purposes of the business combination and that they will be released from escrow only after the Escrow Agent receives the information described in section 6.4; |
| (d) | if any share certificates or other evidence of the escrow securities have been delivered to the depositary, requires the depositary to return to the Escrow Agent, as soon as practicable, the share certificates or other evidence of escrow securities that are not released from escrow into the business combination; and |
| (e) | where applicable, requires the depositary to deliver or cause to be delivered to the Escrow Agent, as soon as practicable, share certificates or other evidence of additional escrow securities that you acquire under the business combination. |
| 6.4 | Release of Escrow Securities to Depositary |
| (1) | The Escrow Agent will release from escrow the tendered escrow securities provided that: |
| (a) | you or the Issuer make application to release the tendered securities under the Policy on a date at least 10 business days and not more than 30 business days prior to the date of the proposed release date; and |
| (b) | the Exchange provides the Escrow Agent with written notice that it does not object to the release prior to 10:00 a.m. (Vancouver time) or 11:00 a.m. (Calgary time) on such specified date; |
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| (c) | the Escrow Agent receives a declaration signed by the depositary or, if the direction identifies the depositary as acting on behalf of another person or company in respect of the business combination, by that other person or company, that |
| (i) | the terms and conditions of the business combination have been met or waived; and |
| (ii) | the escrow securities have either been taken up and paid for or are subject to an unconditional obligation to be taken up and paid for under the business combination. |
| 6.5 | Escrow of New Securities |
| (1) | Subject to the procedural requirements of this Agreement, if you receive securities (new securities) of another issuer (successor issuer) in exchange for your escrow securities, the new securities will be subject to escrow on the same terms and conditions (including release dates) in substitution for the tendered escrow securities, unless immediately after completion of the business combination, |
| (a) | the successor issuer is an exempt issuer as defined in the National Policy; |
| (b) | the escrow holder is not a Principal of the successor issuer; and |
| (c) | the escrow holder holds less than 1% of the voting rights attached to the successor issuer’s outstanding securities. (In calculating this percentage, include securities that may be issued to the escrow holder under outstanding convertible securities in both the escrow holder’s securities and the total securities outstanding.) |
| 6.6 | Release from Escrow of New Securities |
| (1) | The Escrow Agent will send to a Securityholder share certificates or other evidence of the Securityholder’s new securities as soon as reasonably practicable after the Escrow Agent receives: |
| (a) | a certificate from the successor issuer signed by a director or officer of the successor issuer authorized to sign |
| (i) | stating that it is a successor issuer to the Issuer as a result of a business combination; |
| (ii) | containing a list of the securityholders whose new securities are subject to escrow under section 6.5; |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 12 |
| (iii) | containing a list of the securityholders whose new securities are not subject to escrow under section 6.5; |
| (b) | written confirmation from the Exchange that it has accepted the list of Securityholders whose new securities are not subject to escrow under section 6.5. |
| (2) | The escrow securities of the Securityholders, whose securities are not subject to escrow under section 6.5, will be released, and the Escrow Agent will send any share certificates or other evidence of the escrow securities in the possession of the Escrow Agent in accordance with section 2.3. |
| (3) | If your new securities are subject to escrow, unless subsection (4) applies, the Escrow Agent will hold your new securities in escrow on the same terms and conditions, including release dates, as applied to the escrow securities that you exchanged. |
| (4) | If the Issuer is a Tier 2 Issuer and the successor issuer is a Tier 1 Issuer, the release provisions in section 3.1(4) relating to graduation will apply. |
| PART 7 | RESIGNATION OF ESCROW AGENT |
| 7.1 | Resignation of Escrow Agent |
| (1) | If the Escrow Agent wishes to resign as escrow agent, the Escrow Agent will give written notice to the Issuer and the Exchange. |
| (2) | If the Issuer wishes to terminate the Escrow Agent as escrow agent, the Issuer will give written notice to the Escrow Agent and the Exchange. |
| (3) | If the Escrow Agent resigns or is terminated, the Issuer will be responsible for ensuring that the Escrow Agent is replaced not later than the resignation or termination date by another escrow agent that is acceptable to the Exchange and that has accepted such appointment, which appointment will be binding on the Issuer and the Securityholders. |
| (4) | The resignation or termination of the Escrow Agent will be effective, and the Escrow Agent will cease to be bound by this Agreement, on the date that is 60 days after the date of receipt of the notices referred to above by the Escrow Agent or Issuer, as applicable, or on such other date as the Escrow Agent and the Issuer may agree upon (the “resignation or termination date”), provided that the resignation or termination date will not be less than 10 business days before a release date. |
| (5) | If the Issuer has not appointed a successor escrow agent within 60 days of the resignation or termination date, the Escrow Agent will apply, at the Issuer’s expense, to a court of competent jurisdiction for the appointment of a successor escrow agent, and the duties and responsibilities of the Escrow Agent will cease immediately upon such appointment. |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 13 |
| (6) | On any new appointment under this section, the successor Escrow Agent will be vested with the same powers, rights, duties and obligations as if it had been originally named herein as Escrow Agent, without any further assurance, conveyance, act or deed. The predecessor Escrow Agent, upon receipt of payment for any outstanding account for its services and expenses then unpaid, will transfer, deliver and pay over to the successor Escrow Agent, who will be entitled to receive, all securities, records or other property on deposit with the predecessor Escrow Agent in relation to this Agreement and the predecessor Escrow Agent will thereupon be discharged as Escrow Agent. |
| (7) | If any changes are made to Part 8 of this Agreement as a result of the appointment of the successor Escrow Agent, those changes must not be inconsistent with the Policy and the terms of this Agreement and the Issuer to this Agreement will file a copy of the new Agreement with the Exchange. |
| PART 8 | OTHER CONTRACTUAL ARRANGEMENTS |
| 8.1 | Escrow Agent Not a Trustee |
The Escrow Agent accepts duties and responsibilities under this Agreement, and the escrow securities and any share certificates or other evidence of these securities, solely as a custodian, bailee and agent. No trust is intended to be, or is or will be, created hereby and the Escrow Agent shall owe no duties hereunder as a trustee.
| 8.2 | Escrow Agent Not Responsible for Genuineness |
The Escrow Agent will not be responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness or validity of any escrow security deposited with it.
| 8.3 | Escrow Agent Not Responsible for Furnished Information |
The Escrow Agent will have no responsibility for seeking, obtaining, compiling, preparing or determining the accuracy of any information or document, including the representative capacity in which a party purports to act, that the Escrow Agent receives as a condition to a release from escrow or a transfer of escrow securities within escrow under this Agreement.
| 8.4 | Escrow Agent Not Responsible after Release |
The Escrow Agent will have no responsibility for escrow securities that it has released to a Securityholder or at a Securityholder’s direction according to this Agreement.
| 8.5 | Indemnification of Escrow Agent |
The Issuer and each Securityholder hereby jointly and severally agree to indemnify and hold harmless the Escrow Agent, its affiliates, and their current and former directors, officers, employees and agents from and against any and all claims, demands, losses, penalties, costs, expenses, fees and liabilities, including, without limitation, legal fees and expenses, directly or indirectly arising out of, in connection with, or in respect of, this Agreement, except where same result directly and principally from gross negligence, willful misconduct or bad faith on the part of the Escrow Agent. This indemnity survives the release of the escrow securities, the resignation or termination of the Escrow Agent and the termination of this Agreement.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 14 |
| 8.6 | Additional Provisions |
| (1) | The Escrow Agent will be protected in acting and relying reasonably upon any notice, direction, instruction, order, certificate, confirmation, request, waiver, consent, receipt, statutory declaration or other paper or document (collectively referred to as “Documents”) furnished to it and purportedly signed by any officer or person required to or entitled to execute and deliver to the Escrow Agent any such Document in connection with this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth or accuracy of any information therein contained, which it in good faith believes to be genuine. |
| (2) | The Escrow Agent will not be bound by any notice of a claim or demand with respect thereto, or any waiver, modification, amendment, termination or rescission of this Agreement unless received by it in writing and signed by the other Parties and approved by the Exchange, and, if the duties or indemnification of the Escrow Agent in this Agreement are affected, unless it has given its prior written consent. |
| (3) | The Escrow Agent may consult with or retain such legal counsel and advisors as it may reasonably require for the purpose of discharging its duties or determining its rights under this Agreement and may rely and act upon the advice of such counsel or advisor. The Escrow Agent will give written notice to the Issuer as soon as practicable that it has retained legal counsel or other advisors. The Issuer will pay or reimburse the Escrow Agent for any reasonable fees, expenses and disbursements of such counsel or advisors. |
| (4) | In the event of any disagreement arising under the terms of this Agreement, the Escrow Agent will be entitled, at its option, to refuse to comply with any and all demands whatsoever until the dispute is settled either by a written agreement among the Parties or by a court of competent jurisdiction. |
| (5) | The Escrow Agent will have no duties or responsibilities except as expressly provided in this Agreement and will have no duty or responsibility under the Policy or arising under any other agreement, including any agreement referred to in this Agreement, to which the Escrow Agent is not a party. |
| (6) | The Escrow Agent will have the right not to act and will not be liable for refusing to act unless it has received clear and reasonable documentation that complies with the terms of this Agreement. Such documentation must not require the exercise of any discretion or independent judgment. |
| (7) | The Escrow Agent is authorized to cancel any share certificate delivered to it and hold such Securityholder’s escrow securities in electronic or uncertificated form only, pending release of such securities from escrow. |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 15 |
| (8) | The Escrow Agent will have no responsibility with respect to any escrow securities in respect of which no share certificate or other evidence or electronic or uncertificated form of these securities has been delivered to it, or otherwise received by it. |
| 8.7 | Limitation of Liability of Escrow Agent |
The Escrow Agent will not be liable to any of the Parties hereunder for any action taken or omitted to be taken by it under or in connection with this Agreement, except for losses directly, principally and immediately caused by its bad faith, willful misconduct or gross negligence. Under no circumstances will the Escrow Agent be liable for any special, indirect, incidental, consequential, exemplary, aggravated or punitive losses or damages hereunder, including any loss of profits, whether foreseeable or unforeseeable. Notwithstanding the foregoing or any other provision of this Agreement, in no event will the collective liability of the Escrow Agent under or in connection with this Agreement to any one or more Parties, except for losses directly caused by its bad faith or willful misconduct, exceed the amount of its annual fees under this Agreement or the amount of three thousand dollars ($3,000.00), whichever amount shall be greater.
| 8.8 | Remuneration of Escrow Agent |
The Issuer will pay the Escrow Agent reasonable remuneration for its services under this Agreement, which fees are subject to revision from time to time on 30 days’ written notice. The Issuer will reimburse the Escrow Agent for its expenses and disbursements. Any amount due under this section and unpaid 30 days after request for such payment, will bear interest from the expiration of such period at a rate per annum equal to the then current rate charged by the Escrow Agent, payable on demand.
In the event the Issuer or the Securityholders fail to pay the Escrow Agent any amounts owing to the Escrow Agent hereunder, the Escrow Agent shall have the right not to act (including the right not to release any additional securities from escrow) and will not be liable for refusing to act until it has been fully paid all amounts owing to it hereunder. Further, in the event the Issuer fails to pay the Escrow Agent its reasonable remuneration for its services hereunder, the Escrow Agent shall be entitled to charge the Securityholders for any further release of escrowed securities and shall have the right not to act (including the right not to release any additional securities from escrow) until the Securityholders have paid such amounts to the Escrow Agent.
In the event the Issuer or the Securityholders have failed to pay the amounts owing the Escrow Agent hereunder, the Escrow Agent shall not be liable for any loss caused by a delay in the release of the escrowed securities.
| 8.9 | Notice to Escrow Agent |
The Issuer shall forthwith provide a copy of the Exchange Bulletin, confirmation of listing and posting for trading of the subject escrowed shares or such other relevant document to the Escrow Agent as it shall require in order to make the required releases. No duty shall rest with the Escrow Agent to obtain this information independently nor shall it be held liable for any loss, claim, suit or action, howsoever caused by any delay in providing this information to it.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 16 |
| 8.10 | Privacy |
Despite any other provision of this Agreement, no party hereto shall take or direct any action that would contravene, or cause the other to contravene, applicable federal and/or provincial legislation that addresses the protection of individuals’ personal information (collectively, “Privacy Laws”). The Issuer shall, prior to transferring or causing to be transferred personal information to the Escrow Agent, obtain and retain required consents of the relevant individuals to the collection, use and disclosure of their personal information, or shall have determined that such consents either have previously been given upon which the parties can rely or are not required under the Privacy Laws. The Escrow Agent shall use commercially reasonable efforts to ensure that its services hereunder comply with Privacy Laws.
| PART 9 | INDEMNIFICATION OF THE EXCHANGE |
| 9.1 | Indemnification |
| (1) | The Issuer and each Securityholder jointly and severally: |
| (a) | release, indemnify and save harmless the Exchange from all costs (including legal cost, expenses and disbursements), charges, claims, demands, damages, liabilities, losses and expenses incurred by the Exchange; |
| (b) | agree not to make or bring a claim or demand, or commence any action, against the Exchange; and |
| (c) | agree to indemnify and save harmless the Exchange from all costs (including legal costs) and damages that the Exchange incurs or is required by law to pay as a result of any person’s claim, demand or action, |
arising from any and every act or omission committed or omitted by the Exchange, in connection with this Agreement, even if said act or omission was negligent, or constituted a breach of the terms of this Agreement.
| (2) | This indemnity survives the release of the escrow securities and the termination of this Agreement. |
| PART 10 | NOTICES |
| 10.1 | Notice to Escrow Agent |
Documents will be considered to have been delivered to the Escrow Agent on the next business day following the date of transmission, if delivered by fax or email, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 17 |
TSX Trust Company
100
Adelaide Street West, Ste 301
Toronto, ON, M5H 4H1
Attention: Managing Director, Client Services
Email: lori.winchester@tmx.com
| 10.2 | Notice to Issuer |
Documents will be considered to have been delivered to the Issuer on the next business day following the date of transmission, if delivered by fax or email, the date of delivery, if delivered by hand during normal business hours or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the following:
Verdera Energy Corp.
c/o 1200 – 750 West Pender St.
Vancouver, BC V6C 2T8
Attention: Janet Lee-Sheriff
Email: [Email Redacted]
With a copy to:
Morton Law LLP
Suite 1200 – 750 West Pender Street
Vancouver, BC V6C 2T8
Attention: Edward Mayerhofer
Email: [Email Redacted]
| 10.3 | Deliveries to Securityholders |
Documents will be considered to have been delivered to a Securityholder on the date of delivery, if delivered by hand or by prepaid courier, or 5 business days after the date of mailing, if delivered by mail, to the address on the Issuer’s share register.
Any share certificates or other evidence of a Securityholder’s escrow securities will be sent to the Securityholder’s address on the Issuer’s share register unless the Securityholder has advised the Escrow Agent in writing otherwise at least ten business days before the escrow securities are released from escrow. The Issuer will provide the Escrow Agent with each Securityholder’s address as listed on the Issuer’s share register.
| 10.4 | Change of Address |
| (1) | The Escrow Agent may change its address for delivery by delivering notice of the change of address to the Issuer and to each Securityholder. |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 18 |
| (2) | The Issuer may change its address for delivery by delivering notice of the change of address to the Escrow Agent and to each Securityholder. |
| (3) | A Securityholder may change that Securityholder’s address for delivery by delivering notice of the change of address to the Issuer and to the Escrow Agent. |
| 10.5 | Postal Interruption |
A party to this Agreement will not mail a Document if the party is aware of an actual or impending disruption of postal service.
| 10.6 | Delisting |
Notwithstanding any other provision in this Agreement, if the Issuer ceases to be listed on the Exchange for any reason, the Issuer will no longer be required to obtain any written notice or confirmation from the Exchange as set out in section 2.5(1)(b), section 5.1(1)(b), section 5.2(1)(d), section 5.3(1)(b), section 5.4(1)(b), section 5.5(1)(b), section 6.2(1)(b), section 6.4(1)(b) and section 6.6(1)(b).
| PART 11 | GENERAL |
| 11.1 | Interpretation – “holding securities” |
Unless the context otherwise requires, all capitalized terms that are not otherwise defined in this Agreement, shall have the meanings as defined in Policy 1.1 - Interpretation or in Policy 5.4 – Capital Structure, Escrow and Resale Restrictions.
When this Agreement refers to securities that a Securityholder “holds”, it means that the Securityholder has direct or indirect beneficial ownership of or control or direction over the securities.
| 11.2 | Enforcement by Third Parties |
The Issuer enters this Agreement both on its own behalf and as trustee for the Exchange and the Securityholders of the Issuer, and this Agreement may be enforced by either the Exchange, or the Securityholders of the Issuer, or both.
| 11.3 | Termination, Amendment, and Waiver of Agreement |
| (1) | Subject to subsection 11.3(3), this Agreement shall only terminate: |
| (a) | with respect to all the Parties: |
| (i) | as specifically provided in this Agreement; |
| (ii) | subject to subsection 11.3(2), upon the agreement of all Parties; or |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 19 |
| (iii) | when the escrow securities of all Securityholders have been released from escrow pursuant to this Agreement; and |
| (b) | with respect to a Party: |
| (i) | as specifically provided in this Agreement; or |
| (ii) | if the Party is a Securityholder, when all of the Securityholder’s escrow securities have been released from escrow pursuant to this Agreement. |
| (2) | An agreement to terminate this Agreement pursuant to section 11.3(1)(a)(ii) shall not be effective unless and until the agreement to terminate |
| (a) | is evidenced by a memorandum in writing signed by all Parties; |
| (b) | if the Issuer is listed on the Exchange, the termination of this Agreement has been consented to in writing by the Exchange; and |
| (c) | has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. |
| (3) | Notwithstanding any other provision in this Agreement, the obligations set forth in section 9.1 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. |
| (4) | No amendment or waiver of this Agreement or any part of this Agreement shall be effective unless the amendment or waiver: |
| (a) | is evidenced by a memorandum in writing signed by all Parties; |
| (b) | if the Issuer is listed on the Exchange, the amendment or waiver of this Agreement has been approved in writing by the Exchange; and |
| (c) | has been approved by a majority vote of securityholders of the Issuer excluding in each case, Securityholders. |
| (5) | No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision (whether similar or not), nor shall any waiver constitute a continuing waiver, unless expressly provided. |
| 11.4 | Severance of Illegal Provision |
Any provision or part of a provision of this Agreement determined by a court of competent jurisdiction to be invalid, illegal or unenforceable shall be deemed stricken to the extent necessary to eliminate any invalidity, illegality or unenforceability, and the rest of the Agreement and all other provisions and parts thereof shall remain in full force and effect and be binding upon the parties hereto as though the said illegal and/or unenforceable provision or part thereof had never been included in this Agreement.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 20 |
| 11.5 | Further Assurances |
The Parties will execute and deliver any further documents and perform any further acts reasonably requested by any of the Parties to this Agreement which are necessary to carry out the intent of this Agreement.
| 11.6 | Time |
Time is of the essence of this Agreement.
| 11.7 | Consent of Exchange to Amendment |
The Exchange must approve any amendment to this Agreement if the Issuer is listed on the Exchange at the time of the proposed amendment.
| 11.8 | Additional Escrow Requirements |
A Canadian exchange may impose escrow terms or conditions in addition to those set out in this Agreement.
| 11.9 | Governing Laws |
The laws of British Columbia and the applicable laws of Canada will govern this Agreement.
| 11.10 | Counterparts |
The Parties may execute this Agreement by fax and in counterparts, each of which will be considered an original and all of which will be one agreement.
| 11.11 | Singular and Plural |
Wherever a singular expression is used in this Agreement, that expression is considered as including the plural or the body corporate where required by the context.
| 11.12 | Language |
This Agreement has been drawn up in the [English/French] language at the request of all parties. Cet acte a été rédigé en [anglais/français] à la demande de toutes les parties.
| 11.13 | Benefit and Binding Effect |
This Agreement will benefit and bind the Parties and their heirs, executors, administrators, successors and permitted assigns and all persons claiming through them as if they had been a Party to this Agreement.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 21 |
| 11.14 | Entire Agreement |
This is the entire agreement among the Parties concerning the subject matter set out in this Agreement and supersedes any and all prior understandings and agreements.
| 11.15 | Successor to Escrow Agent |
Any corporation with which the Escrow Agent may be amalgamated, merged or consolidated, or any corporation succeeding to the business of the Escrow Agent will be the successor of the Escrow Agent under this Agreement without any further act on its part or on the part or any of the Parties, provided that the successor is recognized by the Exchange.
[Signature Page Follows]
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 22 |
The Parties have executed and delivered this Agreement as of the date set out above.
| TSX TRUST COMPANY | |
| “Lori Winchester” | |
| Authorized signatory | |
| Lori Winchester, Senior Relationship Manager | |
| “Wayne Yearwood” | |
| Authorized signatory | |
| Wayne Yearwood, Senior Relationship Manager | |
| VERDERA ENERGY CORP. | |
| “Janet Lee-Sheriff” | |
| Authorized signatory | |
| “Scott Davis” | |
| Authorized signatory |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 23 |
| JANET LEE-SHERIFF | |
| “Janet Lee-Sheriff” | |
| Signature of Securityholder |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 24 |
| KEVIN BAMBROUGH | |
| “Kevin Bambrough” | |
| Signature of Securityholder |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 25 |
| MARK PELIZZA | |
| “Mark Pelizza” | |
| Signature of Securityholder |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 26 |
| JON INDALL | |
| “Jon Indall” | |
| Signature of Securityholder |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 27 |
| GREGORY HAYES | |
| “Gregory Hayes” | |
| Signature of Securityholder |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 28 |
| SCOTT DAVIS | |
| “Scott Davis” | |
| Signature of Securityholder |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 29 |
| WILLIAM M. SHERIFF | |
| “William M. Sheriff” | |
| Signature of Securityholder |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 30 |
| CHRISTIE DAVIS | |
| “Christie Davis” | |
| Signature of Securityholder |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 31 |
| SCOTIA CAPITAL INC. ITF 1000929921 ONTARIO INC. | |
| “Lisa Payette” | |
| Authorized signatory |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 32 |
| POWERONE CAPITAL MARKETS LIMITED | |
| “Pasquale DiCapo” | |
| Authorized signatory | |
| “David D’Onofrio” | |
| Authorized signatory |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 33 |
SCHEDULE A
SECURITYHOLDER
Name: Janet Lee-Sheriff
Signature: “Janet Lee-Sheriff”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 650,000 | |
| Options | 200,000 | |
| Options | 300,000 | |
| Options | 250,000 | |
| Options | 300,000 |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 34 |
Name: Kevin Bambrough
Signature: “Kevin Bambrough”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 950,000 | |
| Options | 250,000 | |
| Options | 150,000 |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 35 |
Name: Mark Pelizza
Signature: “Mark Pelizza”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 350,000 | |
| Options | 250,000 | |
| Options | 200,000 |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 36 |
Name: Jon Indall
Signature: “Jon Indall”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 3,000 | |
| Options | 250,000 | |
| Options | 150,000 |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 37 |
Name: Gregory Hayes
Signature: “Gregory Hayes”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 40,000 | |
| Options | 250,000 | |
| Options | 250,000 |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 38 |
Name: Scott Davis
Signature: “Scott Davis”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 20,000 | |
| Options | 50,000 | |
| Options | 150,000 | |
| Options | 100,000 |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 39 |
Name: William M. Sheriff
Signature: “William M. Sheriff”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 550,000 | |
| Options | 200,000 | |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 40 |
Name: Christie Davis
Signature: “Christie Davis”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 2,000 | |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 41 |
Name: Scotia Capital Inc. ITF 1000929921 Ontario Inc.
Signature: “Lisa Payette”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Common Shares | 2,250,000 | |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 42 |
Name: PowerOne Capital Markets Limited
Signature: “Pasquale DiCapo”
Address for Notice:
[Address Redacted]
Securities:
| Class and Type (i.e. Warrants, Convertible Debentures, Stock Options, RSU, DSU, PSU etc.) |
Number | Certificate(s) (if applicable) |
| Options | 306,000 | |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 43 |
SCHEDULE B(1)
TIER 1 ISSUER - RELEASE OF SECURITIES
“Bulletin Date” means the date of the Exchange Bulletin confirming its final acceptance of the Transaction.
Timed Release
Release Dates |
Percentage
of Total Escrow Securities to be Released |
Total
Number of Escrow Securities to be Released |
| February 20, 2026 | 25% | 1,203,750 Common Shares 901,500 Options |
| August 20, 2026 | 25% | 1,203,750 Common Shares 901,500 Options |
| February 20, 2027 | 25% | 1,203,750 Common Shares 901,500 Options |
| August 20, 2027 | 25% | 1,203,750 Common Shares 901,500 Options |
| TOTAL | 100% | 4,815,000 Common Shares 3,606,000 Options |
*In the simplest case where there are no changes to the escrow securities initially deposited and no additional escrow securities, then the release schedule outlined above results in the escrow securities being released in equal tranches of 25%.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 44 |
SCHEDULE B(2)
TIER 2 ISSUER - RELEASE OF SECURITIES
“Bulletin Date” means the date of the Exchange Bulletin confirming its final acceptance of the Transaction.
Timed Release
| Release Dates | Percentage of Total Escrow Securities to be Released |
Total Number of Escrow Securities to be Released |
| [Insert Bulletin Date] | 10% | |
| [Insert date 6 months following the Bulletin Date] | 15% | |
| [Insert date 12 months following the Bulletin Date] | 15% | |
| [Insert date 18 months following the Bulletin Date] | 15% | |
| [Insert date 24 months following the Bulletin Date] | 15% | |
| [Insert date 30 months following the Bulletin Date] | 15% | |
| [Insert date 36 months following the Bulletin Date] | 15% | |
| TOTAL | 100% |
*In the simplest case where there are no changes to the escrow securities initially deposited and no additional escrow securities, the release schedule outlined above results in the escrow securities being released in equal tranches of 15% after completion of the release on the Bulletin Date.
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 45 |
SCHEDULE C
UNDERTAKING
OF HOLDER OF ESCROW SECURITIES
THAT IS NOT AN INDIVIDUAL
| TO: | TSX Venture Exchange |
| RE: | Verdera Energy Corp. (the “Issuer”) |
PowerOne Capital Markets Limited.(the “Securityholder”) has subscribed for and agreed to purchase, or holds, as principal, 306,000 Options of the Issuer (the “Escrow Securities”). The Escrow Securities will be held in escrow as detailed in the escrow agreement entered into between the Issuer, TSX Trust Company (the “Escrow Agent”) and the Securityholder.
The undersigned Securityholder undertakes that, so long as any Escrow Securities remain held or are required to be held in escrow, to the extent reasonably possible, it will not permit or authorize any of its securities to be issued or transferred, nor will it otherwise permit or authorize or carry out any transaction that could reasonably result in a change of its control, without the prior written consent of the TSX Venture Exchange.
DATED February 20th, 2026
| PowerOne Capital Markets Limited | |
| (Name of Securityholder – please print) | |
| “Pasquale DiCapo” | |
| (Authorized Signature) | |
| CEO | |
| (Title/Official Capacity e.g. Director, CEO, CFO…) | |
| Pasquale DiCapo | |
| (Name of individual whose signature appears above – please print) |
The Securityholder is controlled by the undersigned (the “Controlling Securityholder”) who undertakes that, so long as any Escrow Securities remain held or are required to be held in escrow, to the extent reasonably possible, he will not permit or authorize any securities of the Securityholder to be issued or transferred, nor otherwise permit or authorize the Securityholder to carry out any transaction that could reasonably result in a change of control of the Securityholder, without the prior written consent of the TSX Venture Exchange.
DATED February 20th, 2026
| “Pasquale DiCapo” | |
| (Signature) | |
| Pasquale DiCapo | |
| (Name of Controlling Securityholder – please print) | |
| (Signature) | |
| (Name of Controlling Securityholder – please print) |
| FORM 5D (as at June 2, 2025) | ESCROW AGREEMENT | Page 46 |
EXHIBIT 21.1
LIST OF SUBSIDIARIES
|
Verdera Energy Corp. (formerly POCML 7 Inc.) (British Columbia) | |
| 100% | |
|
Verdera Energy Holdings Inc. (formerly Verdera Energy Corp.) (British Columbia) | |
| 100% | |
|
NM Energy Holding Canada Corp. (British Columbia) | |
| 100% | |
|
NM Energy Holding Corp. (Texas) | |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion of our auditor’s report dated April 07, 2026, relating to the financial statements of Verdera Energy Corp. (formerly, POCML 7 Inc.) (the “Company”) consisting of the statements of financial position as at September 30, 2025 and 2024 and the related statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for each of the years in the two-year period ended September 30, 2025, in the Registration Statement on Form F-1 dated April 30, 2026 (“Registration Statement”) as filed with the United States Securities and Exchange Commission.
We also consent to the reference to us under the caption “Experts” in the Registration Statement.
Chartered Professional Accountants
Licensed Public Accountants
April 30, 2026
Toronto, Canada
| MNP LLP | |
| Suite 1900, 1 Adelaide Street East, Toronto ON, M5C 2V9 | 1.877.251.2922 T: 416.596.1711 F: 416.596.7894 |
|
MNP.ca |
Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption “Experts” and to the use of our reports (i) dated April 2, 2026, on the financial statements of Verdera Energy Corp. (“the Company”), which comprise the consolidated statements of financial position as at April 30, 2025 and March 31, 2025 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the period from incorporation on September 27, 2024 to March 31, 2025 and for the month ended April 30, 2025 (ii) dated April 2, 2026, on the carve-out financial statements of NM Energy Holding Canada Corp., which comprise the carve-out statements of financial position as at March 31, 2025, December 31, 2024 and December 31, 2023, and the carve-out statements of loss and comprehensive loss, changes in net parent investment and cash flows for the periods then ended, in each case, in the Registration Statement (Form F-1) and the related Prospectus of Verdera Energy Corp.

CHARTERED PROFESSIONAL ACCOUNTANTS
Vancouver, Canada
April 30, 2026
Exhibit 23.4
CONSENT OF EXPERT
The undersigned, as authorized signatory for BRS Inc., hereby consents to the inclusion in the Registration Statement on Form F-1 of Verdera Energy Corp., which is being filed with the United States Securities and Exchange Commission, of references to BRS Inc. and to the use of the summary technical report titled “Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA” with an effective date of December 5, 2025 and an effective date for the mineral resource estimate of February 25, 2025 (“Technical Report”), including any quotation from or summarization of the Technical Report in the Registration Statement on Form F-1 and related prospectus.
Dated this 30th day of April, 2026
BRS Inc.
| /s/ Douglas Beahm | |
| Name: Douglas Beahm | |
| Title: Principal Engineer BRS Inc. | |
Exhibit 96.1
CROWNPOINT AND HOSTA BUTTE URANIUM PROJECT
MCKINELY COUNTY, NEW MEXICO, USA
INITIAL ASSESSMENT
S-K 1300
PREPARED FOR:
Verdera Energy Corp.
AUTHORED BY:
BRS Inc.
1130 Major Ave.
Riverton, Wyoming
Douglas L. Beahm, P.E., P.G.
Principal Engineer BRS Inc. – Principal Author
Car Warren, P.E., P.G.
Project Engineer BRS Inc. – Coauthor
Report Effective Date: December 5, 2025
Effective Date Mineral Resource Estimate: February 25, 2025
Table of contents
| 1. | Executive Summary | 1 |
| Project Overview | 1 | |
| Project Description and Ownership | 1 | |
| Development Status | 2 | |
| Regulatory Status | 2 | |
| 2. | Introduction | 7 |
| 3. | Property Description | 11 |
| Description of Mineral Holdings | 11 | |
| Surface Rights | 13 | |
| Chain of Title | 13 | |
| Royalties | 13 | |
| Taxes | 13 | |
| Permits and Licenses Required | 14 | |
| The Atomic Energy Act and Licensing | 14 | |
| Safe Drinking Water Act UIC Permits and Aquifer Exemptions | 15 | |
| Water Rights | 16 | |
| Clean Air Act | 16 | |
| Access and Surface Use | 16 | |
| Other | 16 | |
| Encumbrances and Risk | 16 | |
| 4. | Accessibility, Climate, Local Resources,Infrastructure and Physiography | 18 |
| Physiography and Climate | 18 | |
| Infrastructure | 19 | |
| 5. | History | 21 |
| 6. | Geological Setting and Mineralization | 22 |
| Regional Geologic Setting | 22 | |
| Structure | 22 | |
| Local Geology | 23 | |
| Mineralization | 23 | |
| Crownpoint Area | 26 | |
| Hosta Butte Area | 27 | |
| Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W | 27 | |
| Deposit Types | 36 | |
| 7. | Exploration | 38 |
| Crownpoint Area | 38 | |
| Mineralization Thickness and Grade | 39 | |
| Hosta Butte Area | 39 | |
| Mineralization Thickness and Grade | 39 | |
| Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W | 39 | |
| 8. | Sampling Preparation, Analyses, and Security | 40 |
| 9. | Data Verification | 41 |
| Crownpoint | 41 | |
| Hosta Butte | 41 | |
| Core Assays | 46 | |
| Density | 47 | |
| Summary | 47 | |
| 10. | Mineral Processing and Metallurgical Testing | 48 |
| Acid Leach | 48 | |
| Alkaline Leach | 48 | |
| 11. | Mineral Resource Estimates | 50 |
| Mineral Resource Summary | 50 | |
| Crownpoint Area | 52 | |
| Hosta Butte Area | 54 | |
| Resource Estimation Methods | 56 | |
| Geologic Model | 56 | |
| GT Contour Method | 57 | |
| Cutoff Criteria | 58 | |
| Reasonable Prospects for Eventual Economic Extraction | 59 | |
| Radiometric Equilibrium | 60 | |
| General | 60 | |
| DEF Determination | 60 | |
| Crownpoint Area | 62 | |
| Hosta Butte | 71 | |
| 12. | Mineral Reserve Estimates | 78 |
| 13. | Mining Methods | 79 |
| 14. | Processing and Recovery Methods | 80 |
| 15. | Infrastructure | 81 |
| 16. | Market Studies | 82 |
| 17. | Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups | 83 |
| 18. | Capital and Operating Costs | 84 |
| 19. | Economic Analysis | 85 |
| 20. | Adjacent Properties | 86 |
| 21. | Other Relevant Data and Information | 87 |
| 22. | Interpretation and Conclusions | 88 |
| 23. | Recommendations | 89 |
| Recommended Program to Increase Resource Base | 89 | |
| Crownpoint | 89 | |
| Hosta Butte | 89 | |
| Recommended Programs to Advance the Project | 90 | |
| 1. | Executive Summary |
This Initial Assessment (IA) was prepared for Verdera Energy Corp., (Verdera), in accordance with S-K 1300, Standards of Disclosure for Mineral Projects (S-K 1300) and in consideration of the Canadian Institute of Mining Metallurgy and Petroleum (SEC) Definition Standards for Mineral Resources and Mineral Reserves (May 10, 2014) (SEC standards). The properties and project areas which are the subject of this Technical Report are held by NM Energy Holding Corp. (NME), a wholly owned subsidiary of NM Energy Holding Canada Corp. (NME BC), which is a wholly owned subsidiary of Verdera Energy Corp. (Verdera). NME BC and NME were acquired, along with their holdings and assets, from enCore Energy Corp. (enCore) on April 9, 2025.
No current preliminary economic assessment of the Project and/or feasibility study has been completed for the Project. Thus, Sections 10, 12, 13, 14, 15, 16, 17, 18, and 19 do not specifically apply to an IA and the estimates provided herein relate solely to mineral resources not mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability in accordance with SEC standards. However, considerations of reasonable prospects for eventual economic extraction were applied to the mineral resource calculations herein.
Project Overview
The Crownpoint and Hosta Butte uranium project (the Project) is located in the Grants Uranium Region. The Grants Uranium Region is located in northwestern New Mexico and is part of the Colorado Plateau physiographic province. The Grants Uranium Region has been the most prolific producer of uranium in the United States (McLemore and Chenoweth, 1991). Beginning with uranium production as early as 1948, over 347 million lbs. of U3O8 have been produced from the region to date. Most of the production occurred during the years 1953 through 1990.
Project Description and Ownership
The Project is located in portions of Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West; and Sections, 3, 9, and 11, Township 16 North, Range 13 West, comprising approximately 3,020 acres (Refer to Figure 3.1 – Location Map).
Verdera owns the mineral estate outright with the exception of SE ¼ of Section 24 in the Crownpoint project where they hold 60% of the mineral estate covering 120 acres known as the Walker Lease. There are no annual payments, maintenance, or other requirements to be met to maintain the mineral estate subject, only a 3% gross proceeds royalty to NZ Uranium, LLC (NZU), a 2% net proceeds royalty to enCore on uranium mined from the Project, and 2% net smelter returns royalty to enCore on other minerals mined from the Project.
Surface rights are held separately from the mineral rights on the Project. The surface rights have not been removed from development and are not under other restrictions. The project is outside of the Navajo Reservation and is situated on the western edge and to the 3-4 miles southwest of the small town of Crownpoint, New Mexico.
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Development Status
No current preliminary economic assessment of the Project and/or feasibility study has been completed for the Project. The purpose of this report is to define the in-place mineral resources. Mineral resources are not mineral reserves and do not have demonstrated economic viability in accordance with SEC standards. Verdera has not conducted any exploration or drilling on the Project.
Regulatory Status
The regulatory status for the Crownpoint area (Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West) is different than the regulatory status of the Hosta Butte property (Sections 3, 9, and 11, Township 16 North, Range 13 West).
The Crownpoint area of the Project is wholly within NuFuels, Inc.’s (a wholly owned subsidiary of Laramide Resources LTD) Source Materials License SUA-1580 for the in-situ recovery (ISR) of uranium which was issued by the US Nuclear Regulatory Commission (NRC) (http://www.nrc.gov/info-finder/materials/uranium). Water rights have been approved by the New Mexico State Engineer for a portion of the Crownpoint area. Other Permits will be required to operate the at the Crownpoint area.There have been no permits or licenses issued for the Hosta Butte property.
Mineral Resource Summary
The mineral resource calculations presented herein have been completed in accordance with CIM standards and SK 1300 requirements and include indicated and inferred mineral resources based on the drilling density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit. Indicated and Inferred Mineral Resource summaries are shown in Figures 1.1 and 1.2. This tabulation shows the total Mineral Resource and the portion thereof controlled by Verdera, i.e., 100% of Hosta Butte and Crownpoint Sections 19 and 29, and 60% of Crownpoint SE ¼ Section 24.
Table 1.1 - Total Indicated Mineral Resources
| 0.02% eU3O8 Grade Cutoff and GT Cutoff* >0.50 ft% | Total
Indicated Resource |
Verdera Controlled | |
| Crownpoint | Pounds eU3O8 | 17,860,000 | 14,818,000 |
| Tons | 7,511,000 | 6,091,000 | |
| Avg. Grade % eU3O8 | 0.119 | 0.121 | |
| Hosta Butte | Pounds eU3O8 | 8,598,000 | 8,598,000 |
| Tons | 2,952,000 | 2,952,000 | |
| Avg. Grade % eU3O8 | 0.146 | 0.146 | |
| Total Indicated Mineral Resource | Pounds eU3O8 | 26,458,000 | 23,416,000 |
| Tons | 10,463,000 | 9,043,000 | |
| Avg. Grade % eU3O8 | 0.126 | 0.129 | |
*GT cutoff: Minimum Grade (% eU3O8) x Thickness (Feet) for Grade > 0.02 % eU3O8.
Notes:
1: S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2: In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3: Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
| 2 |
4: Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8: Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the Author’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
Inferred Mineral Resources may be projected, primarily as extensions of the Indicated Mineral Resource, along the geologic trends of the mineralization. The authors expect that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with additional drilling.
Table 1.2 - Total Inferred Mineral Resources
| 0.02% eU3O8 Grade Cutoff and GT Cutoff* >0.50 ft% | Total
Inferred Resource |
Verdera
Controlled | |
| Crownpoint | Pounds eU3O8 | 1,320,000 | 1,268,000 |
| Tons | 593,000 | 566,000 | |
| Avg. Grade % eU3O8 | 0.111 | 0.112 | |
| Hosta Butte | Pounds eU3O8 | 4,094,000 | 4,094,000 |
| Tons | 1,427,000 | 1,427,000 | |
| Avg. Grade % eU3O8 | 0.143 | 0.143 | |
| Total Inferred Mineral Resource | Pounds eU3O8 | 5,414,000 | 5,362,000 |
| Tons | 2,020,000 | 1,993,000 | |
| Avg. Grade % eU3O8 | 0.134 | 0.134 | |
*GT cutoff: Minimum Grade (% eU3O8) x Thickness (Feet) for Grade > 0.02 % eU3O8.
Notes:
1: S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2: In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3: Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4: Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8: Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the Author’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
Conclusions
Available data used in this report has been verified and in the opinion of the author it is reliable for the purpose of estimating mineral resources for the Project. This data supports the mineral resource estimation and categorization for the Project including an Indicated and Inferred Mineral Resources. A portion of the project is jointly held by NuFuels and as discussed in Section 11 mineral resources in these areas have accounted for the relative percentage of ownership.
| 3 |
The portion of the Project with defined Indicated Mineral Resources would support a preliminary economic assessment or preliminary feasibility study (PFS).
The Project, including the Crownpoint and Hosta Butte areas, is considered by the authors to represent a significant uranium resource and further work to progress the project towards mine development is warranted. Current and future long-term prices for uranium are expected to rise as a result of supply/demand changes being observed in the uranium markets, (UxC, LLC, 2021)
Portions of the project are within NuFuels’ ISR area, licensed by the NRC, however, an aquifer exemption, as well as other permits, described in Section 4 would be required before the facility could be operated. The environmental data, analysis, and environmental impact assessment completed by NuFuels would be helpful in permitting and licensing of the Project. The NuFuels licensing effort and incumbent litigation which support the licensing sets a positive precedent for uranium mine development in the region.
Recommendations
The following recommendations relate to potential improvement and/or advancement of the Project and fall within two categories; recommendations to potentially enhance the resource base and recommendation to advance the Project towards development, which may be conducted contemporaneously as discussed in Section 23.
Phase 1 Recommended Program to Increase Resource Base
Mineralization within the Crownpoint portion of the Project is well defined by drilling. In some areas additional drilling could be completed to enhance the resource but is not considered a priority at this time.
For the Hosta Butte portion of the Project, drilling is sparser. Drilling to enhance and better define the mineral resources in this area is recommended. This would include limited core drill to evaluate radiometric equilibrium conditions, general engineering properties including dry density and compressive strength, porosity, and permeability, and for amenability to acid and alkaline leaching. Following the drilling it is recommended that a scoping study be completed for the project as a whole, including Crownpoint and Hosta Butte. The scoping study would include indicated and inferred mineral resources.
Phase 2 Recommended Programs to Advance the Project
Subject to the results of the recommended drilling and the scoping study, it is recommended that a preliminary feasibility study (PFS) be completed for the project. The portions of the mineral resource base classified as Indicated Mineral Resource would support a PFS. For the PFS it is recommended that the Crownpoint area be evaluated in greater detail as the first area to be developed, followed by Hosta Butte.
Phase 1 costs are estimated at $815,000 USD.
Phase 2 costs are estimated at $2,350,000 USD Refer to Section 23 for details. The reader is cautioned that additional drilling may or may not enhance and/or expand the mineral resources.
| 4 |
Recommended Programs to Advance the Project:
No current preliminary economic assessment and/or feasibility study has been completed for the Project. The portions of the mineral resource base classified as Indicated Mineral Resource would support a preliminary economic assessment or preliminary feasibility study (PFS). A PFS of the project would not be dependent upon the foregoing recommendations related to the resource base as, in the authors’ opinion, the resource base as defined by the Indicated Mineral Resource is adequate to support a PFS. For the PFS it is recommended that the Crownpoint area be evaluated in greater detail as the first area to be developed followed by Hosta Butte. It is further recommended that work towards a preliminary feasibility study be phased beginning with a scoping study to develop a conceptual mine plan and evaluate alternatives. These alternatives should include both ISR and conventional means of recovery. The scoping study should also define the data necessary to support the completion of a preliminary feasibility study and the determination of probable mineral reserves. Based on the results of the scoping study a preliminary feasibility study could then be completed. Finally, a Technical Report would be prepared which addresses the probable mineral reserves.
Risks
The authors are not aware of environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors not stated herein which would materially affect the mineral resource estimates or the results of the PEA. To the authors’ knowledge there are no other significant factors that may affect access, title, or the right or ability to perform work on the property, provided the conditions of all mineral leases and options and relevant operating permits and licenses are met. A summary of risks follows, categorized in terms of economic, technical, and permitting and licensing risks.
Economic Risks:
Mineral resources are not mineral reserves and do not have demonstrated economic viability. A Preliminary Feasibility Study (PFS) is required, at a minimum, to demonstrate the economic viability of the measured and indicated mineral resources and qualify an initial estimate of mineral reserves.
Technical Risks:
It is the authors’ opinion that the technical risks associated are moderate for the following reasons:
Portions of the deposit were partially developed, and infrastructure is generally available.
Significant testing and evaluations for both conventional and ISR recovery have been completed with favorable results.
The Project does have some risks similar in nature to other mining projects in general and uranium mining projects specially, i.e., risks common to mining projects including:
| · | Future commodity demand and pricing. |
| · | Environmental and political acceptance of the project. |
| · | Variance in capital and operating costs. |
| · | Mine and mineral processing recovery and dilution. |
| · | Continuity of mineralization with respect to thickness and grade may vary. |
| · | Mining claims are subject to the Mining Law of 1872. Changes in the mining law could affect the mineral tenure. |
The authors are not aware of environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors which would materially affect the mineral resource estimates, provided the conditions of all mineral leases and options, and relevant operating permits and licenses are met.
| 5 |
Permitting and Licensing Risks:
Previous permitting and licensing efforts in the Crownpoint area met with significant public resistance and lack of acceptance. Similar public resistance and lack of acceptance would be expected in the future. This resistance could lead to permitting delays, increased legal costs, or otherwise affect the Project’s development timeline. Additional costs and timelines would be expected for community engagement, education, awareness and public input.
Readers are cautioned that any estimate of forward cost or commodity price is by its nature forward-looking. It would be unreasonable to rely on any such forward-looking statements and information as creating any legal rights. The statements and information are not guarantees and may involve known and unknown risks and uncertainties, and actual results are likely to differ (and may differ materially) and objectives and strategies may differ or change from those expressed or implied in the forward-looking statements or information as a result of various factors. Such risks and uncertainties include risks generally encountered in the exploration, development, operation, and closure of mineral properties and processing facilities. Forward-looking statements are subject to a variety of known and unknown risks and uncertainties.
[The remainder of this page is intentionally left blank]
| 6 |
| 2. | Introduction |
This Initial Assessment (IA) was prepared for Verdera Energy Corp., (Verdera), in accordance with S-K 1300, Standards of Disclosure for Mineral Projects (S-K 1300) and in consideration of the Canadian Institute of Mining Metallurgy and Petroleum (CIM) Definition Standards for Mineral Resources and Mineral Reserves (May 10, 2014) (SEC standards). The properties and project areas which are the subject of this Technical Report are held by Vedera Energy (Vedera) and were acquired from enCore Energy Corp. (enCore) on April 9, 2025.
The properties and project areas which are the subject of this Technical Report are held by NM Energy Holding Corp. (NME), a wholly owned subsidiary of NM Energy Holding Canada Corp. (NME BC), which is a wholly owned subsidiary of Verdera Energy Corp. (Verdera). NME BC and NME were acquired, along with their holdings and assets, from enCore Energy Corp. (enCore) on April 9, 2025.
On November 25, 2025, Verdera entered into an amalgamation agreement with POCML 7 Inc. (POCML) and 1564752 B.C. Ltd. (Subco), a wholly owned subsidiary of POCML, pursuant to which Verdera will amalgamate with Subco, and the amalgamated company will continue as a wholly owned subsidiary of POCML. As a result, NME BC and NME, along with their holdings and assets, will be wholly owned subsidiaries of POCML, which is to be renamed following closing of the amalgamation.
No current preliminary economic assessment of the Project and/or feasibility study has been completed for the Project. Thus, Sections 10, 12, 13, 14, 15, 16, 17, 18, and 19 do not specifically apply to an IA and the estimates provided herein relate solely to mineral resources not mineral reserves. Mineral resources are not mineral reserves and do not have demonstrated economic viability in accordance with SEC standards. However, considerations of reasonable prospects for eventual economic extraction were applied to the mineral resource calculations herein.
Key Dates:
| · | The Effective Date of the Report is December 5th 2025. |
| · | The Effective Date of the Mineral Resource Estimate is February 25th 2025. |
| · | The most recent site visit was July 17th 2025. |
Previous reports on this project include,
| · | The Technical Report titled, “CROWNPOINT AND HOSTA BUTTE URANIUM PROJECT, McKinley County, New Mexico, USA, MINERAL RESOURCE TECHNICAL REPORT, NATIONAL INSTRUMENT 43-101”. Dated February 25, 2022 and prepared by BRS Inc., of Riverton, Wyoming, on behalf of enCore Energy Corp. (BRS 2022). |
| · | The Technical Report titled, “CROWNPOINT AND HOSTA BUTTE URANIUM PROJECT, McKinley County, New Mexico, USA, MINERAL RESOURCE TECHNICAL REPORT, NATIONAL INSTRUMENT 43-101”. Dated May 14, 2012 and prepared by Douglas Beahm, Principal Engineer, BRS Inc. |
Since the date of the most recent Technical Report (BRS 2022), Verdera has not performed exploration on the Property.
| 7 |
The principal author of this report, Mr. Douglas Beahm, P.E., P.G., is a Professional Engineer, and a Registered Member of the Society for Mining, Metallurgy and Exploration Inc. (SME). He is independent of Verdera, using the test set out in Section 1.5 of NI 43-101. Mr. Beahm is experienced with uranium exploration, development, and mining, including past employment with the Homestake Mining Company, Union Carbide Mining and Metals Division, and AGIP Mining USA. As a consultant and principal engineer of BRS, Inc., Mr. Beahm has provided geological and engineering services relative to the development of mining and reclamation plans for uranium projects in Wyoming, Utah, Colorado, Arizona, and Oregon, as well as numerous mineral resource and economic feasibility evaluations. This experience dates to 1974. Mr. Beahm has direct work experience in the Grants Uranium District of New Mexico. Mr. Beahm is responsible for the overall report.
Coauthor Carl Warren, P.E., P.G. is a Registered Professional Engineer and Geologist in Wyoming and has over 8 years of experience performing uranium mineral resource modeling. Mr. Warren has over 19 years of experience in the mining and geology industries including underground and open pit mining, ore control, core logging, uranium exploration, and resource modelling. The coauthor, Warren, is primarily responsible for the Mineral Resource Estimates contained in Section 14 of this report.
The principal author of this report, Mr. Beahm, was at the site during the period of 16 April through 18 April 2012. At that time, Mr. Beahm inspected the subject properties and reviewed the available data for them at the mine office HRI, Inc., located in Crownpoint, New Mexico. At the time of the site inspection, HRI, Inc. was a wholly owned subsidiary of Uranium Resources Inc, (URI). Since that site inspection, HRI, Inc. was acquired as a wholly owned subsidiary of Laramide Resources LTD. (Laramide). HRI, Inc. was renamed NuFuels, Inc. (NuFuels).
Mr. Beahm recently conducted a site visit on July 17, 2025. During the most recent site visit Mr. Beahm observed little change in the project sites since his previous visit. Access to the Hosta Butte areas was limited as the access road has not been maintained, however, the site was inspected, and evidence of the past drilling including drill trails and pads and intact drill hole markers were observed. The Crownpoint area is readily accessible. The former mine area was visited in addition to the delineated mineral resource areas. The mine area is posted with the NRC Source Materials License information as depicted in the following image.
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Drill hole markers were readily apparent at both Hosta Mesa and Crownpoint as depicted the following images. At Hosta Mesa the markers are metal. At Crownpoint PVC. It is recommended that Verdera conduct a LIDAR or similar survey of both sites to identify and locate any visible hole makers, compare the locations and elevations to historical survey records, and rectify all drill hole locations to current coordinate systems.
During the site visit Mr. Beahm did not observe any material changes in site conditions from the previous site visits other than the deterioration of site access to Hosta Butte.
Mr. Warren did not make a site visit to the project as co-author as his involvement in the project was limited to mineral resource estimation. Given that the mineralization is at depth and there are no outcrops or other expressions of the mineralization exposed at the surface which could be observed at site visit was not necessary in addition to the site visit by the primary author, Mr. Beahm.
The purpose of this Technical Report is to re-evaluate the previous Technical Report (BRS 2012) on behalf of Verdera, adding ISR extraction economic criteria and GT cutoff analyses. The following provides a review and details necessary adjustments to the evaluation of the project resource methodology, assumptions, conformity with definitions/classifications, recommendations. Additionally, this Technical Report incorporates additional information regarding site conditions, changes to ownership and regulatory status of adjacent properties, and provides additional information supporting the Project’s economic extraction of uranium using in-situ recovery processes from the subject mineralization. As such, the overall tenure of the mineral resource modeling performed by BRS under Douglas L. Beahm in the 2012 technical report remains unchanged with the addition of a cutoff sensitivity analysis and further economic screening with ISR the preferred extraction method. The mineral resource was re-calculated to reflect the removal of individual areas from the Indicated Mineral Resource which did not clearly meet reasonable prospects for economic extraction and to reflect a tonnage factor of 15 cubic feet per ton.
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Terms of Reference
The following is a brief list of terms and abbreviations used in this report:
| CY | Cubic yard | GT | Grade thickness product |
| eU308 | Radiometric equivalent U308 | Lb. | Pound or pounds |
| ft | Foot or feet | Ton | Short ton (2,000 lbs.) |
| ft2 | Square foot | Tpd | Tons per day |
| THK | Thickness | ISL | In situ Leach; equivalent to ISR, In situ Recovery |
| Grade | Weight percent |
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| 3. | Property Description |
The Project is located in portions of Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West; and Sections, 3, 9, and 11, Township 16 North, Range 13 West as further described in Table 3.1 (Refer to Figure 3.1 – Vicinity & Location Map).
Table 3.1 – Land Description
| Section,
Township, Range New Mexico Prime Meridian |
Approximate Acreage |
Approximate
Latitude |
Approximate
Longitude |
| Crownpoint Area: | |||
| All Section 19, T17N, R12W | 640 | 35o 41' 20" | 108o 12' 50" |
| SE 1/4* Section 24, T17N, R13W | 140 | 35o 41' 10" | 108o 13' 40" |
| W 1/2 Section 29, T17N, R12W | 320 | 35o 40' 30" | 108o 12' 15" |
| Sub Total Crownpoint | 1,100 | ||
| Hosta Butte Area: | |||
| All Section 3, T16N, R13W | 640 | 35o 38' 45" | 108o 15' 50" |
| All Section 9, T16N, R13W | 640 | 35o 38' 00" | 108o 16' 55" |
| All Section 11, T16N, R13W | 640 | 35o 38' 00" | 108o 14' 50" |
| Subtotal Hosta Butte | 1,920 | ||
| GRAND TOTAL | 3,020 |
*The legal description of Section 24 land holdings includes most of the SE ¼ of Section 24, T17N R13W of the New Mexico Prime Meridian and includes the N1/2 NE1/4 SE1/4, N1/2 SE1/4 NE1/4 SE1/4, SW1/4 NE1/4 SE1/4, N1/2 NW1/4 SE1/4 SE1/4, S1/2 SE1/4 SE1/4, and W1/2 SE1/4. Verdera owns 60% of this portion of the Project.
The Crownpoint area is in the immediate vicinity of Crownpoint, New Mexico. The Hosta Butte area is located approximately 4 miles southwest of Crownpoint, New Mexico.
Description of Mineral Holdings
Figure 3.1 shows the approximate location of the Project. The Project is 100% owned by Verdera except for SE ¼ of Section 24, T17N, R13W which is 60% owned by Verdera and 40% owned by NuFuels and is comprised of the mineral estate (excluding hydrocarbons) over approximately 3,020 acres, subject only to a 3% gross proceeds royalty to NZU, a 2% net proceeds royalty to enCore on uranium mined from the Project and 2% net smelter returns royalty to enCore on other minerals mined from the Project.
On April 9, 2025 Verdera acquired NME BC, a wholly-owned subsidiary of enCore and owner of NME, which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.
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Figure 3.1 - Vicinity and Location Map
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Surface Rights
Surface rights are separate from the mineral rights on the Project. The surface rights of the property area are partially controlled by the royalty-holder, NZ Uranium (NZU), NuFuels (the 40% owner of the SE ¼ of Section 24 Crownpoint Property), and certain private property holders. The surface rights have not been removed from development and are not under other restrictions. The property is outside of the Navajo Reservation and is situated on the western edge of the small town of Crownpoint. Applicable legislation provides the owners of the mineral estate surface access, as well as a dispute resolution mechanism.
Chain of Title
The NZ Land Company (NZ) was formed in 1908 and took deed and management of the land grants. NZ Uranium LLC (NZU) was spun off to manage the lands within the known uranium trend of New Mexico and Arizona in 2002. Tigris optioned the Project in May 2010 and exercised the option in May, 2011. Tigris acquired a 60% Interest in the SE ¼ of Section 24 Crownpoint Property and 100% of the Hosta Butte Property, the Crownpoint Properties located in Section 19 and 29. The remaining 40% interest in the Crownpoint SE ¼ of Section 24 property is held by NuFuels. The property is not subject to any liens or other encumbrances except for royalties as subsequently discussed.
On March 18, 2025 Verdera entered into a share purchase agreement with enCore Energy Corp. (enCore) for the acquisition of NME BC, a wholly-owned subsidiary of enCore and owner of NME, which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.
Verdera issued 50,000,000 Shares to enCore, representing approximately 73% of current issued and outstanding shares of Verdera. enCore received a 2% net proceeds royalty on uranium and a 2% net smelter returns royalty on other minerals extracted and sold from the properties and a non-refundable cash payment of US$350,000. The acquisition closed on April 9, 2025.
Royalties
Verdera owns the mineral estate outright with the exception of SE ¼ of Section 24 in the Crownpoint project where they hold 60% of the mineral estate covering 120 acres known as the Walker There are no annual payments, maintenance, or other requirements to be met to maintain the mineral estate subject only to a 3% gross proceeds royalty to NZ Uranium, LLC (NZU), a 2% net proceeds royalty to enCore on uranium mined from the Project and a 2% net smelter returns royalty on other minerals extracted and sold from the Project.
Taxes
Uranium production in New Mexico is subject to a mineral severance tax which is currently taxed at a rate of 3.5% based on 50% of the gross value or an effective rate of 1.75 % of the gross value (Peach et al, 2008) and (http://www.tax.newmexico.gov/SiteCollectionDocuments/rpd-41215.pdf).
Uranium production in New Mexico is also subject to a Conservation Tax. The conservation tax was not imposed on the uranium industry until 1975. The conservation tax rate was 0.18% in 1975 and was increased to 0.20% in 1977. There have been no significant changes to the conservation tax as it relates to the uranium industry since 1977 (Peach et al, 2008).
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Uranium Production in New Mexico Resources is also subject to an excise tax was imposed in 1966 at a rate of .75% of the amount of money or the reasonable value of severed or processed resources (Peach et al, 2008).
The State of New Mexico imposes a gross receipts tax, 5% on average, on total amount of money or other consideration received from the above activities. Although the Gross Receipts Tax is imposed on businesses, it is common for a business to pass the Gross Receipts Tax on to the purchaser either by separately stating it on the invoice or by combining the tax with the selling price. The gross receipts tax will be realized with the Project through its application for services performed by contactors, vendors, and consultants. (https://www.tax.newmexico.gov/governments/gross-receipts-tax/)
Environmental Liabilities
As of December 5, 2025, the New Mexico Minerals and Mining Division listed no permits or registered mines on the property. Verdera has stated that they hold no bonds or permits on the property. The authors searched public records of the New Mexico Mining and Minerals Division and found no reference to outstanding bonds or notice of violations related to the Project. As a result, the authors conclude that there are no existing environmental liabilities to this project.
Permits and Licenses Required
The Atomic Energy Act and Licensing
The NRC is the primary regulatory authority over uranium recovery operations throughout the State of New Mexico, including ISR operations. In 1954, Congress, through the Atomic Energy Act of 1954 (“AEA”), empowered the Atomic Energy Commission (“AEC”), now NRC, to regulate AEA materials (i.e., source, byproduct, and special nuclear materials). Under its AEA authority, the AEC/NRC promulgated 10 C.F.R. Part 40 and, later, Appendix A to Part 40 to implement a regulatory program for uranium recovery operations. At the time of Appendix A’s issuance, conventional mining techniques (underground and open pit) were assumed to be the primary source of uranium production in the United States, and Appendix A was written to reflect that assumption. As ISR techniques have become the prevalent form of uranium recovery in the United States, the NRC has applied relevant portions of Appendix A to ISR licensing as “relevant and appropriate”. ISR uranium recovery licensees also are required to comply with relevant 10 C.F.R. Part 20 radiation protection standards.
Portions of Verdera’s project are included within NuFuels’ Source Materials License SUA-1580 for the in-situ recovery (ISR) of uranium which was issued by the US Nuclear Regulatory Commission (NRC) in January 1988 (http://www.nrc.gov/info-finder/materials/uranium). The portion of the Project that is within the SUA-1580 license area includes Crownpoint: all the SE ¼ of Section 24, T17N, R13W; all of the Section 29, T17N, R13W; and the SW1/4 of the Section 19, T17N, R13W mineral holdings. Both ISR operations and a central processing facility are licensed at the Crownpoint location. None of the Hosta Butte mineral holdings are within the SUA-1580 license area. If Verdera were to operate any form of uranium recovery facility, they would be required to obtain a Source Materials License from the NRC.
As part of the NRC licensing process, an Environmental Impact Statement (EIS), (NUREG -1580, 1997) was completed that included the Crownpoint area. The NuFuels’ license area is located on private lands, federal mining claims, Allotted and surface Trust land, so both the Bureau of Land Management (BLM) and Bureau of Indian Affairs (BIA) were cooperating agencies with respect to the Crownpoint EIS.
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The license and EIS were litigated through courts ending in the 10th Circuit Court of Appeals which upheld the license. Ultimately the opponents petitioned the US Supreme Court. The Supreme Court denied the opponents' petition to review the March 2010, 10th Circuit Court of Appeals' ruling. This upheld HRI’s (i.e. NuFuels’) NRC license to conduct ISR uranium mining at the Churchrock/Crownpoint project on November 15, 2010.Safe Drinking Water Act UIC Permits and Aquifer Exemptions
Underground injection is defined in 40 C.F.R. § 146.3 as “the subsurface emplacement of fluids through a bored, drilled or driven well ....”. Thus, all ISR uranium recovery injection well activities are included. To assure ground water protection, a federal Underground Injection Control (UIC) Program was established under the authority and standards of the federal Safe Drinking Water Act (SDWA) of 1974. This federal program establishes minimum requirements for effective state UIC Programs.
To avoid the burden of dual federal and state (or Indian tribal) regulation, the SDWA allows for the permits issued by the UIC regulatory programs of states and Indian tribes determined eligible for treatment as states to suffice in place of a UIC permit required under the SDWA. States that USEPA has determined to have regulations, laws, and resources in place that meet the federal requirements are referred to as Primacy States. These Primacy States are authorized to run the UIC Program and a UIC permit from a state with primacy suffices in lieu of an EPA-issued permit on the condition the EPA grants, upon request by the permitting state, an aquifer exemption modifying the permitting state’s UIC program. New Mexico has been granted primacy for their UIC program and NMED has jurisdiction under the New Mexico Water Quality Act to regulate UIC activities.
The New Mexico Environmental Department (NMED) administers the EPA approved state UIC program and there the UIC permit is also referred to as a Discharge Plan (DP). The DP assures site-specific compliance with the Ground and Surface Water Quality Regulations. Section 24, T17N, R13W is private land and would require a DP from the NMED.
The Navajo Nation claims regulatory jurisdiction over a significant portion of Verdera’s property. The Navajo Nation has been determined eligible for treatment as a state but has not submitted a UIC Class III program for EPA approval. As such, an operator would need to submit a UIC permit application directly to EPA. Despite procedural differences, the substantive requirements of the EPA UIC permit review is very similar to the NM ED. All properties in the Project excluding Crownpoint Section 24, T17N, R13W would require EPA UIC permits.
A USDW is defined as an aquifer, or portion thereof, which serves as a source of drinking water for human consumption or contains enough water to supply a public water system. A USDW also is defined to contain fewer than 10,000 mg/liter of total dissolved solids. Within this definition, however, some aquifers or portions of aquifers, which can meet the broad regulatory definition of a USDW, may not reasonably be expected to serve as a current or future source of drinking water. As a result, the UIC program regulations allow EPA to exempt mineralized portions of an aquifer from delineation as a USDW and allow for injection into such aquifers or portions thereof.
The USEPA must approve an Agreement States application for aquifer exemption designation for each mine site before any ISR recovery can occur. If a permittee wishes to inject into a USDW for the purpose of recovering minerals (e.g., uranium), a demonstration must be made that the proposed aquifer meets the exemption criteria of 40 C.F.R. 146.4. All properties within the Project would require an Aquifer Exemption from the USEPA.
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Before their NRC-licensed ISR uranium recovery operations can commence at any site, a licensee must have obtained a UIC permit and an aquifer exemption for the aquifer or portion of the aquifer wherein ISR mining operations will occur. No UIC permits or Aquifer Exemptions have currently been issued for the Project.
Water Rights
Under New Mexico law, new water rights are initiated, or existing water rights are changed in point of diversion, or in purpose or place of use, under the administrative authority of the Office of the State Engineer (“OSE”). Water rights for the purpose of conducting ISR operations have been granted to NuFuels for the Section 24, T17N, R13W portion of the Crownpoint area. OSE water rights are not required for all other properties within the project.
Clean Air Act
The New Mexico Environment Department, under the federal Clean Air Act and delegation from EPA, has a permit required from the Air Quality Bureau (AQB). The AQB has authority over air quality in all New Mexico except facilities on Tribal Lands. ISR facilities do not have the potential to create large amounts of fugitive dust or the emission of hazardous air pollutants. However, prior to construction a notice of intent would need to be filed with the Air Quality Bureau for review to ensure that a permit is not required. Similar air quality permit requirements would be required by the Navajo Nation for all areas within the Project excluding Section 24, T17N, R13W.
Access and Surface Use
Much of the surface and mineral estates are separate at both the Hosta Butte and Crownpoint properties of the Project. Excluding Crownpoint Section 24, T17N, R13W, the surface at the Project is owned by the U.S. government in trust for the Navajo Nation. Access and surface use for trust land will require a permit from the BIA as provided for in 25 CFR Part 169 of their regulations. Being a federal government action, like the NRC licensing process, the BIA permitting process would be subject to NEPA.
Other
Additional permits may be required including exploration and well drilling, discharge and storm water permits, State Historical Preservation Office (SHPO) or Tribal Historic Preservation Officer (THPO) archeological clearances, permits relative to land use, solid waste, rights of way, etc. dependent upon the specific development plans (agency jurisdiction dependent on the land status).
Encumbrances and Risk
To the authors’ knowledge there are no other forms of encumbrance related to the Project. It is the authors’ opinion that the risks associated with this project are similar in nature to other mining projects in general and uranium mining projects especially, i.e., risks common to mining projects include:
| · | Future commodity demand and pricing; |
| · | Environmental and political acceptance of the Project; |
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| · | Variance in capital and operating costs; and |
| · | Mine and mineral processing recovery and dilution. |
Specifically, the Project should anticipate, based on the experience in the area, some level of public opposition given its geographical location. This opposition could lead to permitting delays, increased legal costs, or otherwise affect the Project’s development timeline. NuFuels holds a Source Materials License and that license has been upheld through the legal system. This sets a positive precedent for uranium mine development in New Mexico.
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| 4. | Accessibility, Climate, Local Resources, Infrastructure and Physiography |
The Project is located on the northern flank of an unnamed mountain range which consists of plateaus and steep, incised canyons, just northwest of the Continental Divide. The Property lies north of the Puerco River and Hosta Butte, the two most prominent geographic features in the area. The mountain peaks are as high as 7900 feet within two miles south of the Property with elevations in the immediate project area of about 6700 feet above mean sea level. Vegetation consists of low desert sage, pinion pines, and thin grasses in an arid, high desert climate. The Project is generally accessible year-round, although access to the Hosta Butte portion of the Project would be more difficult in the winter and/or following precipitation events which saturate the soils.
The Project is accessed from the south by Highway 371 and from the north by Highway 57 at Crownpoint, New Mexico. Highway 9 goes west from Crownpoint, just to the north of the project area. Paved secondary roads provide access to the NuFuels facility on SE ¼ of Section 24. From the NuFuels facility the Hosta Butte portion of the Project is accessible via a county gravel road which turns to the south approximately 2 miles west of Crownpoint. The road continues east becoming a private dirt road then turns to the north in Section 11 and continues to the project area.
The largest nearby population center is Albuquerque, New Mexico, with an approximate population of 565,000 residents. Albuquerque is located approximately 100 miles to the east on Highway 40 and provides a transportation and supply hub for the area. Grants, New Mexico is approximately 50 miles east of the Project and Gallup, New Mexico lies approximately 50 miles to the west. The Project is approximately 10 miles from the Navajo Reservation and is situated on the west and southwest of the small town of Crownpoint.
In the 1970’s a mine site was developed by Conoco and several warehouse and office buildings were constructed in SE ¼ of Section 24, T17N, R13W on the lands now controlled by NuFuels and within the mineral holdings of Verdera. As part of the original mine three shafts were sunk and the original mine plan called for underground extraction with surface processing. These concrete lined shafts were subsequently sealed by reinforced concrete caps..
Physiography and Climate
The Project is located on the Northwestern Plateau climatological subdivision of New Mexico. The region is semiarid continental, with the mean annual precipitation averaging 10.2 inches (NUREG - 1580, 1997). Precipitation typically is concentrated during summer and early fall, occurring as thundershowers of short duration. Approximately 50 percent of the precipitation falls in July through October. The mean monthly rainfall during the remainder of the year totals only 0.5 inches. Temperatures in the region are represented by data from the nearby Crownpoint station. Because of the relatively high elevation of the project area, temperatures greater than 90°F occur infrequently, only 12 times per year on average. The extreme maximum temperature recorded at Crownpoint is 97°F. Because of the high elevation and relatively infrequent cloud cover in the project area, radiant cooling is substantial and results in an average of 143 days of the year with temperatures below freezing. Extremely low temperatures are rare, with the lowest on record being - 17°F. The mean annual temperature is 51°F. The coldest month is January, and the warmest month is July. The frost-free growing season lasts 140 days, extending from early May to early October. The mean freeze-free period lasts about 22 days longer than the growing season. However, large variations in the freeze dates occur from year to year.
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Maximum precipitation occurs during the summer thunderstorm season. The data indicates that approximately one-half of the annual precipitation total falls during July, August, and September. Most of the winter precipitation occurs as snow. Based on mean snowfall estimates for nearby locations, including Crownpoint, and on actual 1975 snowfall amounts for Gallup and Chaco Canyon National Monument, the estimated yearly average snowfall for the project area is 26 inches. Figure 4.1 displays general climatic conditions for the project area.
Figure 4.1 - Average Climate in Crownpoint, New Mexico
(http://www.city-data.com/city/Crownpoint-New-Mexico.html#ixzz1u3xghRzR)
Infrastructure
Within the Crownpoint portion of the Project there is line power and telephone service. Access to the site is available on paved public roads and there is a local airport in Crownpoint. The Hosta Butte site is more remote and would require the development of access and utilities.
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In the 1980’s Conoco developed the infrastructure to support underground mining within the Crownpoint area of the Project. This included the sinking of 3 mine shafts, mine water treatment facilities, offices, shops, warehousing, and related facilities and appurtenances. At that time the infrastructure was adequate to support Conoco’s operation. The facility has been well maintained and, although the mine shafts have been capped at the surface, the remaining infrastructure to support mine development is in place. The remaining infrastructure is on lands held by NuFuels within Verdera’ mineral holdings in Section 24, T17N, R13W.
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| 5. | History |
The Property is part of the checkerboard of deeded railroad sections, which include surface and mineral rights. Congress chartered the Atlantic and Pacific Railroad Company (the "A&P") in 1866. The A&P was purchased in bankruptcy proceedings by the St. Louis-San Francisco Railway Company, commonly called the "Frisco." Frisco and the Atchison Topeka and Santa Fe Railway Company formed a joint venture in 1880 and used the old A&P charter to build a railroad line, acquiring millions of acres of federal grant fee lands in New Mexico and Arizona with surface and mineral rights. Frisco incorporated New Mexico and Arizona Land Company (NZ) in 1908 in what the Territory of Arizona was then to hold its grant lands until they could be sold.
Uranium was discovered on the grant lands in New Mexico in 1968. Conoco and Westinghouse initially explored and developed this property for underground mining in the late 1970s. Three shafts were developed on the Section 24 location. The properties were explored extensively and had also been subjected to extensive successful ISR pilot testing by Mobil Oil Company in the 1970’s on the nearby Section 9, T16N, R13W. With falling demand and prices in the uranium sector in the 1980’s, Conoco elected to close the operations and cap the shafts. All the facilities and data were maintained and have been acquired by NuFuels.
While these former owners of the project did development for the project, no production has ever occurred on the property.
In the 1980's, NZ turned its principal focus from rural to urban real estate investment and development. After a period of aggressive real estate investing, NZ expanded into bridge financing of real estate. New emphasis was placed on the liquidation of NZ's historic assets.
After a series of mergers and changes in controlling parties, Robert M. Worsley purchased the remaining rural assets in March 2002. The original incorporated name of NZ was retained and formed into a limited liability corporation. NZU was spun off to control the lands in the uranium trend of New Mexico and Arizona in 2002 (Pelizza, 2004).
As described in Section 3, Chain of Title, an Option Agreement was executed between NZU and Tigris in May 2010. The Option Agreement with NZU was for the acquisition by Tigris of a 60% Interest in the Crownpoint Property, SE ¼ of Section 24, and 100% of the Hosta Butte Property, the Crownpoint Properties located in Section 19 and 29. The remaining 40% interest in the Crownpoint Section 24 property is held by NuFuels. (https://laramide.com/projects/crownpoint-churchrock-uranium-project). In May 2011, Tigris, a subsidiary of enCore, exercised its option for the mineral rights and therefore owned the mineral rights outright before their transfer to NME, a wholly owned subsidiary of enCore, pursuant to an internal reorganization.
On March 18, 2025 Verdera entered into a share purchase agreement with enCore for the acquisition of NME BC, a wholly-owned subsidiary of enCore and owner of NME, which holds multiple uranium projects in New Mexico including Crownpoint and Hosta Butte projects.
Verdera issued 50,000,000 Shares to enCore, representing approximately 73% of current issued and outstanding shares of Verdera. enCore received a 2% net proceeds royalty on uranium and a 2% net smelter returns royalty on other minerals extracted and sold from the properties and a non-refundable cash payment of US$350,000. The resulting aggregate royalty on the projects is thus 5%. The acquisition closed on April 9, 2025.Historical mineral resources estimates for the property are known in the vicinity, but the authors are unaware of any historical estimates specific to the current holdings. The reader is therefore directed to the current resource estimate.
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| 6. | Geological Setting and Mineralization |
Regional Geologic Setting
Uranium mineralization within the Project at Crownpoint and Hosta Butte areas are in the Grants Uranium Region. The Grants Uranium Region is located in northwestern New Mexico and is part of the Colorado Plateau physiographic province. The Grants Uranium Region has been a prolific producer of uranium in the United States (McLemore and Chenoweth, 1991). With production as early as 1948, over 347 million lbs U3O8 has been produced from the region mainly during the years 1953 through 1990.
Regional subsidence has preserved about 3,000 feet of Triassic, Jurassic, and Cretaceous Sediments in the San Juan Basin. Stratigraphically, this series of sediments accumulated as a major transgressive sequence. The Triassic dominantly contains aeolian massive cross-bedded dune sands that continued into the early Jurassic period. In the late Jurassic, major uplifts occurred to the west in the vicinity of the present Mogollon rim of Arizona causing deposition of massive arkosic, alluvial-fan deposits across northeastern Arizona and into northwestern New Mexico.
The Westwater Canyon member of the Morrison formation contains the majority of uranium deposits in the region and was emplaced during this type of depositional regime. During deposition of this regional alluvial-fan, abundant volcanic activity also occurred which were deposited as interbedded tufts over the entire area of the San Juan Basin. At the beginning of the Cretaceous, a major subsidence occurred throughout the Rocky Mountain Geosyncline and Cretaceous seas that transgressed the Jurassic continental deposits. During the Jurassic period abundant vegetation was present. Decay of vegetation produced humic and fulvic acids, which then migrated and were concentrated in channel sands upon burial. In addition to the vegetal material, volcanic tufts that were deposited within the sands yielded uranium into the groundwater. Where reductants and humate concentrated, uranium was reduced, adsorbed, and precipitated from the groundwater resulting in the concentration of mineralization.
Through subsequent uplift and remobilization of groundwater, oxidized solutions re-mobilized the uranium in and concentrated it into rolls or stacked mineralized zones during both the Cretaceous and Tertiary. The Westwater Canyon Member shows a regional pattern of alteration from hematite at a distance from the redox front to limonite in proximity to the front, and finally pyrite at and behind the front.
Structure
The sedimentary rocks of the San Juan Basin form a gently dipping monocline in the Grants-Gallup area known as the Chaco Slope (Brister and Hoffman, 2002). The beds generally dip to the north with localized variations due to undulations and minor deformation. The beds in the project area are gently dipping to the north. Stratigraphic correlations of drill logs, by the authors, show the dip at both the Crownpoint and Hosta Butte areas to be about 3 degrees to the north northeast. There is a mapped fault in the extreme southeast portion of Section 3, T16N, R13W which displaces mineralization in the Hosta Butte area. No significant faulting was observed based on stratigraphic correlations in the Crownpoint area of the Project.
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Local Geology
Figure 6.1 – Geologic Map, shows the regional surficial geology in the vicinity of the Project. At both the Crownpoint and Hosta Butte area within the Project surficial exposures are Cretaceous in age. The Jurassic Morrison Formation, which is the primary uranium host, is found at depth within the immediate project area but is exposed approximately 25 miles to the south of Crownpoint.
Figure 6.2 – Type Log, shows the subsurface stratigraphy. This Type Log is from Section 24, T17N, R13W. The Cretaceous Mancos Shale Formation is exposed at the surface and persists to a depth of approximately 1,600 feet to the contact with the Cretaceous Dakota Formation. The Mancos Shale is dominantly a shale unit but also contains sandstone and coal members.
The Cretaceous Dakota Formation overlies the Morrison Formation and consists of fine to medium grained, well sorted sandstone with siltstone and shale interbeds. The Formation is about 160 feet thick and occasionally hosts uranium mineralization (McCarn, 1997). Within the Project area the Dakota Formation unconformably overlies the Brushy Basin Shale Member of the Morrison Formation which in turn overlies the Westwater Canyon Member. The Type Log, Figure 6.2 shows the Brushy Basin is about 70 feet thick and consists mostly of mudstone with thin sandstone lenses.
The Westwater Canyon member of the Morrison Formation is the principal host of uranium mineralization in the vicinity of the Project. The Type Log, Figure 6.2, shows the Westwater Canyon to be approximately 360 feet thick. The Westwater Canyon member is conformably underlain by the Recapture Shale member of the Morrison Formation. Generally drilling within the Project extended into but did not fully penetrate the Recapture Shale.
The authors reviewed the geologic and lithologic drill hole logs, as well as internal geologic reports and cross sections, for the Crownpoint and Hosta Butte areas of the Project. Based on this review the authors concluded:
| · | That the individual stratigraphic units at the site are persistent and strongly correlate both at the scale of the various formations and members thereof and within the Westwater Canyon member. |
| · | The contact between the Dakota and Brushy Basin and the central shale unit referred to as the CP shale were used as primary stratigraphic markers. |
| · | The sand unit immediately above the CP shale was designated the B sand and the sand unit immediately below the CP shale was designated C sand with the upper most sand in the Westwater being designated the A sand and the lowest sand designated the D sand. |
| · | That while the major sand units could be further subdivided, for the purposes of estimating mineral resources use of the major sand breaks provided adequate geologic definition and separation of the zones on mineralization. |
Mineralization
As described below, the mineral deposits at Crownpoint and Hosta Butte are roll-front deposits in which uranium mineralization is concentrated at the boundary of oxidized and reduced sandstone units (i.e. redox front) within the host formation. Figure 6.11 shows the known and/or projected location of the redox fronts in the general project area. The Crownpoint and Hosta Butte areas occur along sub-parallel redox fronts within the Westwater Canyon and are separated by 2 to 3 miles in which the Westwater Canyon is characteristically oxidized and absent mineralization. Mineralization is locally controlled by stratigraphic variations in the individual zones affecting permeability and consequent ground water flow and geochemical conditions relating to the presence or absence of reductant.
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Figure 6.1 - Geologic Map
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Figure 6.2 - Type Log
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Crownpoint Area
The Crownpoint database represents down hole data from a total of 482 drill holes of which 93 are barren and the remaining 389 drill holes contain mineralization above the minimum cutoff of 0.02 % eU3O8. Within the 389 mineralized drill holes, 873 individual intercepts were present. Figure 6.3 – Crownpoint Drill Hole and Cross Section Location Map, shows the surface or plan location of drill holes within the Crownpoint area of the Project along with the location of selected cross sections which display the subsurface geology and mineralization in profile. Refer to Figures 6.4 through 6.6 for Crownpoint cross sections.
The historic database, used as the primary data source, consists of eU3O8 radiometric data by half foot increments which was originally developed by Conoco and has been verified by the authors. For the mineral resource model and estimation, the data was screened. Mineralized intercepts were diluted to a minimum thickness of 2 feet. After dilution only those intercepts having minimum grade of 0.02 % eU3O8 and a minimum GT of 0.10 were used in the estimation. A summary of mineralization reflected in the drill holes follows.
Mineralization Thickness and Grade
Crownpoint mineralized thickness ranges from the minimum of 2 feet to over 40 feet. Average thickness of all intercepts was 7.6 feet. Average GT of all intercepts was 0.77 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.38 % eU3O8. However, individual half foot grades did exceed 2% eU3O8. Individual mineralized trends may persist for several thousand feet with trend width typically in the range from 100 up to 400 feet.
Mineralization in Section 24, T17N, R13W, occurs in all four of the major zones within the Westwater Canyon (Refer to Figure – 6.7 and Figures 11.2 through 11.9 GT and T maps).
| · | A zone mineralization is weaker compared to other zones and trends generally east-west. | |
| · | B zone mineralization is strong trending generally from northwest to southeast. | |
| · | C zone mineralization is strong and exhibits a distinct northwest to southeast trend. | |
| · | D zone is the strongest of the mineralized trends and exhibits two trends one sub parallel to the B and C trends and the other roughly perpendicular trending from southwest to northeast. | |
| · | Mineralization in Section 19, T17N, R12W, occurs within the B, C, and D zones, (Figure – 6.2 and Figures 11.2 through 11.9 GT and T maps). | |
| · | The A zone contains some mineralized intercepts, but they are insufficient in magnitude and extent for mineral resource estimation. | |
| · | B and C zone mineralization is prevalent in the southwest portion of section 19 and is continuous with mineralization in Section 24. | |
| · | D zone mineralization is stronger and more continuous than the other mineralized trends, exhibits a distinct northwest to southeast trend, and in continuous with mineralization in Section 24. | |
| · | In the authors’ opinion, the B, C, and D mineralized trends likely do extend into the adjacent Section 30, T17N, R12W. However, Section 30 is withdrawn from mineral exploration and there is no direct drill hole data available to confirm this opinion. |
Mineralization in Section 29, T17N, R12W, occurs in all four of the major zones within the Westwater Canyon (Refer to Figure – 6.9 and Figures 11.2 through 11.9 GT and T maps).
| · | A zone mineralization is strong and has a pronounced east-west trend. | |
| · | B zone mineralization is strong trending from northwest to southeast. |
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| · | C zone mineralization exhibits two sub-parallel trends trending from northwest to southeast. | |
| · | D zone mineralization in Section 29 is weaker than that of either Section 24 or 19 but does reflect the same northwest to southeast trend sub-parallel to both the B and C trends in the section. |
Hosta Butte Area
The Hosta Butte database set represents down hole data from a total of 135 drill holes. Of those 135 drill holes 42 were barren and 93 of the drill holes contained mineralization meeting cutoff criteria as described for the Crownpoint area. Within the 93 mineralized drill holes, 155 individual intercepts were present.
Figure 6.7 – Hosta Butte Drill Hole and Cross Section Location Map, shows the surface or plan location of drill hole within the Hosta Butte area of the Project along with the location of selected cross sections which display the subsurface geology and mineralization in profile. Refer to Figures 6.8 and 6.9 for Hosta Butte cross sections.
Mineralization Thickness and Grade
Hosta Butte mineralized thickness ranges from the minimum of 2 feet to over 33 feet. Average thickness of all intercepts was 7.4 feet. Average GT of all intercepts was 0.83 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.52 % eU3O8. However, individual half foot grades did exceed 2% eU3O8. Individual mineralized trends may persist for 2,000 thousand feet or more along trend with a width typically in the range of 100 to 300 feet.
Mineralization in Section 3, T16N, R13W, occurs in the B, C, and D zones within the Westwater Canyon (Refer to Figure – 6.7 and Figures 11.10 through 11.17 GT and T maps).
| · | The A zone contains some mineralized intercepts, but they are insufficient in magnitude and extent for mineral resource estimation. | |
| · | B zone mineralization is much weaker than the C and D zones and appears to be concentrated in pods rather than elongated trends. | |
| · | C zone mineralization is strong and exhibits a distinct northeast to southwest trend. | |
| · | D zone is the stronger of the mineralized trends within the section. The D zone exhibits a generally north south trend and is stacked with the C zone in the central portion of the section. |
Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W
Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization, but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate. However, drill data from these sections do demonstrate that the host formation, the Westwater Canyon member of the Morrison Formation, is present and gamma anomalies are present in both sections. Of the 14 holes for which data is available for Section 9, T16N, R13W, 6 have anomalous mineralization in some cases up to 10 feet thick, however, the highest grade encountered was 0.029 % eU3O8.
On Section 11, T16N, R13W, data is available from 31 drill holes that shows:
| · | Mineralization on Section 11 is most prevalent in the B and D zones. | |
| · | 11 barren drill holes | |
| · | 7 are mineralized but have less than 0.10 ft% GT | |
| · | 13 with grade > 0.02 % eU3O8 and GT > 0.10 ft% | |
| · | Of these 13 mineralized holes 4 exceed a GT of 1.0 ft% | |
| · | The best drill hole contains 10.5 feet of mineralization at a grade of 0.234 % eU3O8 |
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Figure 6.3 - CP Drill Hole and Cross Section Location Map

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Figure 6.4 – Crownpoint Cross Section C1

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Figure 6.5 – Crownpoint Cross Section C2

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Figure 6.6 – Crownpoint Cross Section C3

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Figure 6.7 – Hosta Butte Drill Hole and Cross Section Location Map

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Figures 6.8 - Hosta Butte Cross Section H1

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Figures 6.9 - Hosta Butte Cross Section H2

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Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W
Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization, but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate. However, drill data from these sections do demonstrate that the host formation, the Westwater Canyon member of the Morrison Formation, is present and gamma anomalies are present in both sections. Of the 14 holes for which data is available for Section 9, T16N, R13W, 6 have anomalous mineralization in some cases up to 10 feet thick, however, the highest grade encountered was 0.029 % eU3O8.
On Section 11, T16N, R13W, data is available from 31 drill holes that shows:
| · | Mineralization on Section 11 is most prevalent in the B and D zones. | |
| · | 11 barren drill holes | |
| · | 7 are mineralized but have less than 0.10 ft% GT | |
| · | 13 with grade > 0.02 % eU3O8 and GT > 0.10 ft% | |
| · | Of these 13 mineralized holes 4 exceed a GT of 1.0 ft% | |
| · | The best drill hole contains 10.5 feet of mineralization at a grade of 0.234 % eU3O8 |
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Deposit Types
Mineral deposits within the project area have been described in the literature as re-distributed uranium mineralization, secondary, and roll-type uranium mineralization. (McLemore, 2010). Mineralization is discordant, asymmetrical, and irregularly shaped and is typically elongated parallel to depositional features. Varying rates of ground water flow controlled by sedimentary facies changes in each stratigraphic zone in the Westwater Canyon produced staked mineralized zones near one another, but not necessarily vertically above or below one another (Peterson, 1980). Mineralization may be found as irregular pods or as the classic c-shaped roll-fronts as depicted in the following figure.
Figure 6.10 – Typical Roll Front

(From McLemore, 2010)
Referring to Figure 6.11 (McLemore and Chenoweth, 1991), oxidation and reduction zones are shown for the project area in general and the Crownpoint and Hosta Butte areas specifically. In the intervening area between the Crownpoint and Hosta Butte mineralization the host formation is oxidized. The Crownpoint and Hosta Butte mineralization occurs along separate redox fronts which are sub-parallel to one another and trending generally from southeast to northwest.
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Figure 6.11 – Oxidation/Reduction Boundaries

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| 7. | Exploration |
To the authors’ knowledge, no relevant exploration work has been conducted on the property in recent years. In the Project area uranium mineralization is at depths more than 1,500 feet from the surface. The deposition of mineralization is stratigraphically and geochemically controlled. These depositional characteristics are not easily discoverable at depth by other exploration techniques other than drilling.
Verdera has not completed any added drilling or other form of exploration on the Project.
Data available for the preparation of this report included historic data developed by previous owners of the property, predominantly Conoco Minerals Corp. in the 1970’s. This data was verified by the authors, as described in Section 9 of this report, and is considered reliable for the purposes of estimating mineral resources.
Drilling within the Crownpoint area focused on portions of three sections 19 and 29, T17N, R12W and Section 24 T17N, R13W. Within the Crownpoint area 482 rotary drill holes and 37 core holes were completed. Refer to Figure 6.3 - Crownpoint Drill Hole and Cross Section Location Map.
Drilling within the Hosta Butte area also included three sections, 3, 9, and 11, T16N, R13W. However, the drilling at Hosta Butte focused primarily on Section 3 with 133 rotary holes and 2 cores holes completed. In Sections 9 and 11, T16N, R13W, 14 rotary drill holes and 32 rotary drill holes were completed, respectively. Refer to Figure 6.7 – Hosta Butte Drill Hole and Cross Section Location Map
All drill holes were logged with downhole geophysical logging equipment for natural gamma, resistivity, and spontaneous self-potential (SP). Select intervals in the core holes were selected for chemical assay. Sample handling and analytical procedures employed for core samples are described in Section 8 of this report. Portions of the cores have been preserved and have been donated to the Core Research Center (CRC) of the United States Geological Survey (USGS) located at the Denver Federal Center, Denver, Colorado. Select cores were examined by the author in preparation of this report, as discussed in Section 12 of this report.
All drilling was vertical. The formation is relatively flat lying (refer to Section 6) dipping at about 3 degrees to the north northeast. Downhole drift surveys were completed on most of the drill holes and were reviewed by the authors. Generally, the drill holes tended to drift slightly to the south southwest and perpendicular to the regional dip. The maximum downhole drift observed in review of the drill data was approximately 30 feet in holes completed to approximately 2,500 feet. True depth corrections were made in the drill hole data bases for the project areas. The depth correction was on the order of 10 feet for a 2,000-foot drill hole. Given that the drilling was vertical or near vertical and with a formational dip of 3 degrees or less the thickness of mineralization as measured from the geophysical logs is below 1 percent less the true thickness and was not corrected for while estimating mineral resources.
Crownpoint Area
The Crownpoint data set is composed of a total of 482 drill holes of which 93 are barren and the remaining 389 drill holes contain mineralization above the minimum cutoff. Within the 389 mineralized drill holes, 873 individual intercepts were present. Drill hole spacing within the areas of mineral resource were a nominal average of 150 feet. The historic database, used as the primary data source, consists of eU3O8 radiometric data by half foot increments which was originally developed by Conoco and has been verified by the authors. The dataset was screened for the mineral resource estimation. Mineralized intercepts were diluted to a minimum thickness of 2 feet. Following dilution only those intercepts having minimum grade of 0.02 % eU3O8 and a minimum GT of 0.10 ft% were used in the estimation. A summary of mineralization reflected in the drill holes follows.
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Mineralization Thickness and Grade
Crownpoint mineralized thickness ranges from the minimum of 2 feet to over 40 feet. Average thickness of all intercepts was 7.6 feet. Average GT of all intercepts was 0.77 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.38 % eU3O8. However, individual half foot grades did exceed 2% eU3O8. Individual mineralized trends may persist for several thousand feet along trend with a width typically in the range from 100 up to 400 feet.
Hosta Butte Area
The Hosta Butte data set is composed of a total of 135 drill holes. Of those 135 drill holes, 42 were barren and 93 of the drill holes contained mineralization meeting cutoff criteria as described for the Crownpoint area. Within the 93 mineralized drill holes, 155 individual intercepts were present. Drill hole spacing within the areas of mineral resource were a nominal average of 250 feet.
Mineralization Thickness and Grade
Hosta Butte mineralized thickness ranges from the minimum of 2 feet to over 33 feet. Average thickness of all intercepts was 7.4 feet. Average GT of all intercepts was 0.83 ft%. Grade varies from the minimum grade cutoff of 0.02 % eU3O8 to a maximum grade by intercept of 0.52 % eU3O8. However, individual half foot grades did exceed 2 % eU3O8. Individual mineralized trends may persist for 2,000 thousand feet or more along the trend having a width typically in the range of 100 to 300 feet.
Additional Areas of Mineralization - Hosta Butte Sections 9 and 11, T16N, R13W
Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization, but these areas are not yet adequately defined to support a SEC compliant mineral resource estimate. However, drill data from these sections do demonstrate that the host formation, the Westwater Canyon member of the Morrison Formation, is present and gamma anomalies are present in both sections.
Verdera has not completed any added drilling or other form of exploration on the Project.
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| 8. | Sampling Preparation, Analyses, and Security |
The majority of the sample data available for the evaluation of resources for the Project is historic geophysical log data. The original geophysical logs have been preserved and were reviewed by the authors. Section 9 discusses verification of the data.
With respect to historic core handling procedures, written procedures for core handling and sample analysis were available along with the original core data records and assay sheets. The cores were split through the zones of interest determined by the geophysical logs and scanning of the cores with a scintillometer. All the samples were assayed using either a Beta Gamma Scaler or an X-ray fluorescence spectrometer at the mine site. Quality control of the on-site assay equipment was provided through an independent laboratory, Hazen Research, which completed fluorometric analysis of select samples including many of the higher-grade samples. Original assay sheets were available for 32 of the 35 cores holes.
The cores were donated to the USGS Core Research Center (CRC) located at the Denver Federal Center in Lakewood, Colorado. The author, Beahm, visited the CRC on May 7, 2012 and reviewed the cores and selected 20 samples from core holes geographically distributed within the Project. The selected samples were sealed in plastic sample bags and labeled by hole, depth, and original sample number. A record of this information was also created. On the same day the samples were taken, they were shipped by the principal author via Federal Express to Intermountain Labs (IML) in Sheridan, Wyoming for assay. IML confirmed delivery with a chain of custody by noon the following day. IML is a certified laboratory. Results of the confirmatory assays are provided in Section 9.
In addition to being able to examine the cores at the CRC, the author was able to observe how the cores were preserved. Each half foot of core was sealed in plastic. The bags were labeled for each sample with hole number and depth and stored in core boxes each containing approximately 10 feet of core. The core boxes were also labeled as to hole number and depth. Lost core intervals were marked with wooden blocks which recorded the lost interval. In many of the mineralized zones the bulk of the core was consumed by metallurgical testing. For these portions of the core, approximately 100 grams of prepared sample was preserved in a re-sealable envelope. The envelopes were labeled with hole number and sample number. All sample numbers were unique.
Note that the availability of cores at the CRC can be searched on their website (https://www.usgs.gov/core-research-center). When doing this the core intervals which contained the mineralized zones are not listed. Special permission is needed to examine the cores in their “Hot Room” and access to this portion of the cores required knowledge of the specific zones of interest and the respective hole and core box number.
In the authors’ opinion, sample preparation, security, and analytical procedures are reliable and adequate.
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| 9. | Data Verification |
Crownpoint
Refer to Figure 9.1- Crownpoint Verification of the Radiometric Database.
Drill cores were donated to the USGS Core Research Center (CRC) located at the Denver Federal Center in Lakewood, Colorado. The author, Beahm, visited the CRC on May 7, 2012 and reviewed the cores and selected 20 samples from core holes geographically distributed within the Project. The selected samples were sealed in plastic sample bags and labeled by hole, depth, and original sample number. A record of this information was also created. On the same day the samples taken the author were shipped by Federal Express to Intermountain Labs (IML) in Sheridan, Wyoming for assay. PACE (aka IML) confirmed delivery with a chain of custody by noon the following day. IML is a certified laboratory according to the American Association for Laboratories Accreditation ISO/IEC 17025-2005, certification number 1971.01. Results of the confirmatory assays are provided in Section 12.
In addition to being able to examine the cores at the CRC, the author was able to observe how the cores were preserved. Each half foot of core was sealed in plastic. The bags were labeled for each sample with hole number and depth and stored in core boxes each containing approximately 10 feet of core. The core boxes were also labeled as to hole number and depth. Lost core intervals were marked with wooden blocks which recorded the lost interval. In many of the mineralized zones the bulk of the core was consumed by metallurgical testing. For these portions of the core, approximately 100 grams of prepared sample was preserved in a re-sealable envelope. The envelopes were labeled with hole number and sample number. All sample numbers were unique.
Note that the availability of cores at the CRC can be searched on their website (https://www.usgs.gov/core-research-center). When doing this the core intervals which contained the mineralized zones are not listed. Special permission is needed to examine the cores in their “Hot Room” and access to this portion of the cores required knowledge of the specific zones of interest and the respective hole and core box number.
To independently verify the historic electronic database, a sampling of the geophysical logs, including all the core holes, was interpolated using the half amplitude method (Dodd, 1967). The tabulation and correlation, Figure 12.1, shows the comparisons for 37 drill holes containing 104 mineralized intercepts. The correlation includes application of the appropriate K Factor, deadtime, and water factor. The results are predictable in that the half amplitude method more precisely defines the bed boundaries resulting in a lessor interpolated mineralized thickness than the computer routines. Both methods typically yield similar grade thickness (GT) and thus the half amplitude method has a slightly higher grade than the computer routine. The results for Crownpoint are that the independent analog interpretation yielded a total GT within 3% of the computer database. It is the author’s conclusion that use of the database will result in an estimation of mineral resources with essentially the same mineral content but with higher tonnage and lower average grade than would be obtained if all data was interpolated form the original logs.
The authors conclude that the electronic drill hole database available for the Crownpoint portion of the Project is reliable for the purpose of estimating mineral resources.
Hosta Butte
Refer to Figure 9.2 - Correlation of the Analog Radiometric Data to Historic Database.
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The majority of the geophysical logs for Hosta Butte were completed by Conoco Minerals using company owned and operated logging units. A limited number of logs were completed by Geoscience Logging, a commercial vendor, but they represent less than 5% of the total logs. Conoco operated Mount Sopris logging units which were very common in the industry at the time exploration and development were active at these projects. Mount Sopris is still active in the industry as of January 2022. The author, Beahm, worked for two separate major uranium producers in the 1970’s and 80’s who operated Mount Sopris equipment and is very familiar with their operation and calibration procedures. While at the site the author met with a former operator of the logging units and discussed Conoco’s general procedures. The procedures included: 1) field calibration check of the equipment prior to the logging of each hole as documented on the logs, 2) routine calibration of the units at the Grants, New Mexico facility operated by the Department of Energy (DOE), and 3) full calibration of the units at the more extensive DOE facility in Grand Junction, Colorado whenever major changes were made to the units (new probes, cabling etc.). K factors, deadtimes, and water factors were recorded on all the internal calculation sheets and on many of the log sheets.
To independently verify the historic electronic database, a sampling of the geophysical logs, including all the core holes, was interpolated using the half amplitude method (Dodd, 1967). The tabulation and correlation, Figure 9.2, shows the comparisons for 20 drill holes containing 27 mineralized intercepts. The results are predictable in that the half amplitude method more precisely defines the bed boundaries resulting in a lessor interpolated mineralized thickness than the computer routines. Both methods typically yield similar grade thickness (GT) and thus the half amplitude method has a slightly higher grade than the computer routine. Initially the comparison was made using the appropriate corrections for K Factor, deadtime, and water factor. The initial results showed that the water factor had not been applied to the database. When the water factor was applied, the results for Hosta Butte show that the independent analog interpretation yielded a total GT within 1% of the computer database. It is the principal author’s conclusion that use of the database should be adjusted for the appropriate water factor (1.12). With this correction, the estimation of mineral resources—with essentially the same mineral content—yields an increase to the total eU3O8 pounds and average grade.
The author concludes that the electronic drill hole database available for the Hosta Butte portion of the Project is reliable for the purposes of estimating mineral resources.
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Figure 9.1 - Crownpoint Verification of the Radiometric Database

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Figure 9.2 - Hosta Butte Verification of the Radiometric Database

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Core Assays
Historic written procedures for core handling and sample analysis were available with the core data records. The cores were split through the zones of interest determined by the geophysical logs and scanning of the cores with a scintillometer. All the samples were assayed using either a Beta Gamma Scaler or an X-ray fluorescence spectrometer at the mine site. Quality control of the on-site assay equipment was provided through an independent laboratory, Hazen Research, which completed fluorometric analysis of select samples including many of the higher-grade samples. Original assay sheets were available for 32 of the 35 cores holes.
The author, Beahm, visited the CRC on May 7, 2012, and reviewed the cores and selected 20 samples from core holes geographically distributed within the Project. The selected samples were sealed in plastic sample bags and labeled by hole, depth, and original sample number and sent to a certified lab, IML Sheridan, Wyoming, for analysis. The results of the confirmatory assays in comparison to historic assay are provided on Table 9.1. Confirmatory results show higher assay values than the historic results. The author concludes that while the confirmatory data would support a positive adjustment in estimated grade of uranium. However, the use of the historic core assay data is recommended as a conservative, reasonable, and reliable for the purposes of estimating mineral resources for the Project.
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Table 9.1 – Confirmatory Core Assays
| Hole | Sample type |
Sample No. |
Depth From |
Depth To |
Historic |
Historic |
Confirmatory Assay % U3O8 EPA 6010C Emission Spectrometry |
| 237C - 29 | pulp | 387 | 2012.9 | 2013.4 | 0.207 | 0.209 | 0.301 |
| pulp | 388 | 2013.4 | 2013.9 | 0.408 | 0.405 | 0.555 | |
| pulp | 389 | 2013.9 | 2014.4 | 0.440 | 0.452 | 0.599 | |
| pulp | 390 | 2014.4 | 2014.9 | 0.336 | 0.347 | 0.460 | |
| pulp | 391 | 2014.9 | 2015.4 | 0.177 | 0.184 | 0.242 | |
| 227C - 29 | pulp | 241 | 1916.4 | 1916.9 | 0.386 | 0.381 | 0.480 |
| pulp | 242 | 1916.9 | 1917.4 | 0.607 | 0.597 | 0.796 | |
| pulp | 243 | 1917.4 | 1917.9 | 0.311 | 0.316 | 0.408 | |
| pulp | 244 | 1917.9 | 1918.4 | 0.094 | 0.090 | 0.156 | |
| pulp | 245 | 1918.4 | 1918.9 | 0.008 | not available | 0.018 | |
| 93C-19 | pulp | 50 | 2182.5 | 2183 | 0.310 | 0.329 | 0.428 |
| pulp | 51 | 2183 | 2183.5 | 0.703 | 0.698 | 0.938 | |
| pulp | 52 | 2183.5 | 2184 | 0.545 | 0.562 | 0.747 | |
| pulp | 100 | 2207.4 | 2207.9 | 0.525 | 0.251 | 0.338 | |
| pulp | 101 | 2207.9 | 2208.4 | 0.244 | 0.245 | 0.347 | |
| 60C-24 | pulp | 72 | 2046.2 | 2046.7 | 0.053 | 0.059 | 0.080 |
| pulp | 114 | 2067.7 | 2068.2 | 0.112 | 0.075 | 0.110 | |
| pulp | 123 | 2073.2 | 2073.7 | 0.097 | 0.091 | 0.110 | |
| pulp | 128 | 2075.7 | 2076.2 | 0.154 | 0.157 | 0.169 | |
| pulp | 133 | 2078.2 | 2078.7 | 0.111 | 0.114 | 0.164 |
Density
In the experience of the author, bulk unit weights in sandstone hosted uranium deposits in the Colorado Plateau typically range from 14 cubic feet per ton to 17 cubic feet per ton. In 2012, a bulk unit weight of 16 cubic feet per ton or 2.439 tons per cubic meter was assumed for mineral resource calculations of the Crownpoint and Hosta Butte Uranium Project. This assumption was thought to be conservative and was based on data from feasibility studies prepared by previous operators of the Project but was not independently confirmed other than to review the density data available from the core drilling.
A unit weight of 15 cubic feet per ton, or 2.286 tons per cubic meter, was used in 2018 by Laramide Resources Ltd. to evaluate the adjacent Crownpoint Uranium Project (Mathisen 2018). The author has reviewed the November 2018 Technical Report by Laramide and concurs that a unit density of 15 cubic feet per ton is a reasonable value for resource calculations of this Project. The unit is well supported in the adjacent property and is reasonably based on past mining experience with similar sandstone hosted uranium deposits. As such, 15 cubic feet per ton or 2.287 tons per cubic meter was used in the calculation of the resources for this report.
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Summary
The author has reviewed the historic procedures followed by the previous operator of the project, Conoco Minerals, including procedures for rotary and core drilling, geophysical logging and log interpretation, sampling, and assays. In addition, the author has reviewed and verified the work product that was developed for the project including the original geophysical and lithologic logs, sampling records, and original core assay records. It is the author’s opinion that the procedures, practices, and analytical equipment utilized and/or employed on the Project were consistent with the general industry standards and practices at that time. The author further concludes that the data utilized in this report is accurate and reliable for the purposes of this report.
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| 10. | Mineral Processing and Metallurgical Testing |
The author has reviewed the historical metallurgical testing and the location of the core holes in the Crownpoint portion of the project and can conclude that the core holes were located such as to reflect the geographical distribution of the mineralization and adequately represent the deposit. No current metallurgical studies have been completed.
Acid Leach
Metallurgical test results are only available for the Crownpoint portion of the Project. The author is not aware of metallurgical test results for the Hosta Butte portion of the Project.
The metallurgical testing of Crownpoint was performed by Hazen Research of Golden, Colorado. In the author’s opinion, Hazen Research is a reputable firm who was then and is still recognized as one of the premier metallurgical research and testing facilities in the US. Leaching was tested under a variety of conditions primarily with sulfuric acid as the leaching agent. Residual or non-soluble uranium in the test sample assays for 16 separate tests ranged from 0.0007 to 0.024 % U3O8 resulting in recoveries ranging from as high as 99.6 % to a low of 87.6%. The testing concluded that the mineralized material is very amenable to acid leaching and estimated that recoveries would exceed 96%. The reports did not identify any deleterious elements or constituents that could have a material effect on the economic extraction of uranium by acid leaching. Sulfuric acid consumption was relatively low at approximately 65 pounds per ton.
All data with respect to metallurgical testing is of a historic nature and/or may be implied by results from adjacent properties and cannot be directly verified by the author. However, the author is familiar with the testing procedures followed and with the independent facilities that completed the testing. As such, the author concludes that the data is reliable for the purposes of this report.
Alkaline Leach
The viability of alkaline ISR recovery was evaluated by Mobil Exploration and Production Corp. through several tests and a pilot plant located about 3.8 miles northwest of Verdera’s Sec 24 T17N R13W portion of its Crownpoint uranium deposit (Vogt, 1984). Following the detailed laboratory testing the pilot plant was successful in producing uranium at a rate that compares favorably with similar current ISL projects. The results of the pilot project demonstrated that the Westwater sandstone hosted uranium mineralization is amenable to alkaline leach chemistry for uranium recovery.
As part of its 1990-1991 ISR-mine permitting work, URI, the parent company of URI, Inc., conducted core drilling across the Section 24 property. Drill core was studied to determine physical characteristics of the rock, as well as demonstrate the amenability of the mineralized sandstone to ISR of uranium and to determine leach chemistry and expected recovery rates. Testing was also completed to demonstrate that the groundwater could be restored to pre-mining conditions.
Tests were conducted on one cored hole, DH-24-CP8 (4.71/99.45) recovered from the mineralized Jmw-B sand from the Westwater Member of the Jurassic Morrison Formation. Core tests were performed by Hazen Research Inc. of Golden, Colorado, to predict which ions and trace elements would be elevated during recovery operations. Two column leach tests were performed on core from CP-8 by URI’s laboratory in Kingsville, Texas: one at a rate simulating actual leachate flow rates and the other at an accelerated leachate flow rate; and the analytical work was performed by Jordan Laboratories of Corpus Christi, Texas. Water utilized in the leach tests was recovered from aquifers containing uranium mineralization.
| 48 |
Results of the core and leach studies indicate that the Crownpoint deposits are amenable to ISR techniques utilizing the local groundwater fortified with oxygen, sodium bicarbonate (NaHCO3), and hydrogen peroxide (H2O2) leach solutions. (Mathisen, 2018)
At the conclusion of the leaching phase, a restoration test was undertaken. A simulated reverse osmosis test was completed and showed that common ions, including HCO3, Cl and Ca, as well as conductivity, were readily restored to baseline drinking water standards.
Moreover, results of the core and leach studies indicate that the Crownpoint deposits are amenable to ISR techniques utilizing the local groundwater fortified with oxygen, sodium bicarbonate (NaHCO3), and hydrogen peroxide (H2O2) leach solutions.
The data and test results of URI’s alkaline leach testing are of a historic nature and have not been inspected or verified by Verdera or the author of this technical report. The reader should be cautious as there are no assurances the results of the testing will provide for economic recovery of uranium from Verdera’ Crownpoint Property. However, these results do affirm the conclusions of the pilot ISR project operated by Mobil Exploration and Production in Section 9 (Vogt, 1984).
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| 11. | Mineral Resource Estimates |
The mineral resource estimation by geological interpretation methodology described herein have been employed by the author for similar projects within sandstone hosted uranium mineralization, while working at operating mines with similarly hosted uranium mineralization. The primary method utilized in estimating uranium mineral resources is the GT contour method which is the CIM method recommended for sandstone hosted deposits such as those within the Project.
The Project is within a well-known mining district. The previous owner had sunk underground shafts and was prepared to start operations in the 1980’s when the commodity price fell sharply. Currently, portions of the Project are within NuFuels’ licensed area for ISR. Although some local opposition is expected, the author is not aware of any factors including environmental, permitting, taxation, socio-economic, marketing, political, or other factors which would materially affect the mineral resource estimate, herein.
The estimate of mineral resources includes the Crownpoint area located in portions of Sections 24, Township 17 North, Range 13 West; Sections 19 and 29, Township 17 North, Range 12 West; and the Hosta Butte area Sections, 3, 9, and 11, Township 16 North, Range 13 West. For the Hosta Butte area mineral resources are calculated only for Section 3. Drilling on Sections 9 and 11 demonstrate the presence of uranium mineralization but these areas are not yet adequately defined to support a CIM compliant mineral resource estimate.
Mineral Resource Summary
The mineral resource calculations presented herein have been completed in accordance with CIM standards and SK 1300 regulations. Based on the drilling density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit, the mineral resource estimate herein meets CIM criteria as an Indicated Mineral Resource. This tabulation shows the total Indicated Mineral Resource and the portion thereof controlled by Verdera, i.e., 100% of Hosta Butte and Crownpoint Sections 19 and 29, and 60% of Crownpoint SE ¼ of Section 24. The quantity of Indicated Mineral Resource at a 0.02% eU3O8 grade cutoff and 0.1, 0.25, and 0.5 ft% GT cutoffs is provided in Table 14.3 to illustrate the effect of varying cutoffs. The Indicated Mineral Resource estimate at a 0.02% eU3O8 grade cutoff and variable GT cutoffs, 0.1, 0.25, and 0.5 ft% GT, is provided in Table 14.3, to illustrate the sensitivity of GT cutoff on the estimate. Although each GT cutoff scenario has reasonable prospects of economic extraction the 0.50 ft% GT cutoff for the Indicated Mineral Resource is recommended by the authors, based upon typical US ISR industry practices. Estimated Indicated Mineral Resources at a 0.02% eU3O8 grade cutoff and 0.50 ft% GT are summarized in Table 14.1. A discussion of individual resource areas follows. For the summary, only the preferred cutoff criteria is shown.
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Table 11.1 - Total Indicated Mineral Resources
| 0.02% eU3O8 Grade Cutoff and GT Cutoff* >0.50 ft% | Total Indicated Resource | Verdera Controlled | |
| Crownpoint | Pounds eU3O8 | 17,860,000 | 14,818,000 |
| Tons | 7,511,000 | 6,091,000 | |
| Avg. Grade % eU3O8 | 0.119 | 0.121 | |
| Hosta Butte | Pounds eU3O8 | 8,598,000 | 8,598,000 |
| Tons | 2,952,000 | 2,952,000 | |
| Avg. Grade % eU3O8 | 0.146 | 0.146 | |
| Total Indicated Mineral Resource | Pounds eU3O8 |
26,458,000
|
23,416,000 |
| Tons | 10,463,000 | 9,043,000 | |
| Avg. Grade % eU3O8 | 0.126 | 0.129 | |
*GT cutoff: Minimum Grade (% eU3O8) x Thickness (Feet) for Grade > 0.02 % eU3O8.
Notes:
1: S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2: In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3: Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4: Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8: Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the Author’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
In addition to the above Indicated Mineral Resource, Inferred Mineral Resources may be projected, primarily as extensions of the Indicated Mineral Resource, along the geologic trends of the mineralization. By CIM definition, Inferred Mineral Resources are the part of a Mineral Resource for which quantity and grade, or quality can be calculated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. Based on the drill density, the apparent continuity of the mineralization along trends, geologic correlation and modeling of the deposit, the following Mineral Resource calculation meets CIM criteria as an Inferred Mineral Resource. The quantity of Inferred Mineral Resource is projected at a 0.02% eU3O8 grade cutoff and estimated at 0.1, 0.25, and 0.5 ft% GT cutoffs using the sensitivity analyses of the indicated portions of the resource. A summary of total Inferred Mineral Resource for the preferred scenario is provided in Table 11.2. This tabulation shows the total Inferred Mineral Resource and the portion thereof controlled by Verdera, i.e., 100% of Hosta Butte and Crownpoint Sections 19 and 29, and 60% of Crownpoint SE ¼ of Section 24. A discussion of individual resource areas follows. The Inferred Mineral Resource tabulation was completed at a grade cutoff of .02 % eU3O8 and a GT cutoff of 0.50 ft%. The authors expect that the majority of the Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with additional drilling, however, it is not certain that additional exploration will result in discovery of an economic mineral resource on the property and/or demonstrate the continuity of mineralization within the areas of inferred mineral resources necessary for these areas to be classified as indicated mineral resources.
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Table 11.2 - Total Inferred Mineral Resources
| 0.02% eU3O8 Grade Cutoff and GT Cutoff* >0.50 ft% | Total Inferred Resource | Verdera Controlled | |
|
Crownpoint
|
Pounds eU3O8 | 1,320,000 | 1,268,000 |
| Tons | 593,000 | 566,000 | |
| Avg. Grade % eU3O8 | 0.111 | 0.112 | |
|
Hosta Butte
|
Pounds eU3O8 | 4,094,000 | 4,094,000 |
| Tons | 1,427,000 | 1,427,000 | |
| Avg. Grade % eU3O8 | 0.143 | 0.143 | |
|
Total Inferred Mineral Resource
|
Pounds eU3O8 | 5,414,000 | 5,362,000 |
| Tons | 2,020,000 | 1,993,000 | |
| Avg. Grade % eU3O8 | 0.134 | 0.134 | |
*GT cutoff: Minimum Grade (% eU3O8) x Thickness (Feet) for Grade > 0.02 % eU3O8.
Notes:
1: S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2: In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3: Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4: Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8: Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the Author’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
Crownpoint Area
Mineral resources were calculated by stratigraphic horizon referred in this report as zones, based on geologic interpretation and correlation. These resources are reported at various cutoff grades for Indicated Mineral Resources, to illustrate the effect of varying cutoffs on the mineral resource. The preferred cutoff of 0.5 ft% GT is shaded in each table. The Indicated and Inferred Mineral Resource quantities for the Crownpoint Area of the Project are presented in Tables 11.3 and 11.4 for Total Indicated and Inferred Mineral Resources, respectively. Which is inclusive of the 40% undivided interest in Crownpoint SE ¼ Section 24 that is not controlled by Verdera.
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Table 11.3 - Indicated Mineral Resources Crownpoint Area
| Zone | GT Cutoff | Pounds | Avg. Grade %eU3O8 | AVG. Thickness | Tons |
| A | 0.10 | 2,399,000 | 0.1086 | 7.4 | 1,105,000 |
| 0.25 | 2,227,000 | 0.1223 | 9.4 | 910,000 | |
| 0.50 | 2,007,000 | 0.1359 | 11.0 | 738,000 | |
| B | 0.10 | 3,903,000 | 0.1051 | 7.6 | 1,857,000 |
| 0.25 | 3,647,000 | 0.1150 | 9.7 | 1,585,000 | |
| 0.50 | 3,259,000 | 0.1289 | 11.7 | 1,264,000 | |
| C | 0.10 | 4,856,000 | 0.0895 | 9.3 | 2,712,000 |
| 0.25 | 4,597,000 | 0.0965 | 11.2 | 2,383,000 | |
| 0.50 | 4,052,000 | 0.1085 | 13.7 | 1,867,000 | |
| D | 0.10 | 9,314,000 | 0.1053 | 12.2 | 4,421,000 |
| 0.25 | 9,093,000 | 0.1096 | 14.0 | 4,149,000 | |
| 0.50 | 8,543,000 | 0.1173 | 16.6 | 3,642,000 | |
| Total | 0.10 | 20,471,000 | 0.101 | 10.0 | 10,094,000 |
| Total | 0.25 | 19,565,000 | 0.108 | 12.1 | 9,027,000 |
| Total | 0.50 | 17,860,000 | 0.119 | 14.5 | 7,511,000 |
Notes:
1: S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2: In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3: Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4: Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8: Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the Author’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
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Table 11.4 - Inferred Mineral Resources Crownpoint Area
| Geologic Zone |
GT Cutoff |
Tons | Pounds | Avg Grade %eU3O8 |
| Crownpoint A Zone | 0.10 | 118,000 | 316,000 | 0.133 |
| 0.25 | 98,000 | 293,000 | 0.150 | |
| 0.50 | 79,000 | 264,000 | 0.167 | |
| Crownpoint B Zone | 0.10 | 141,000 | 303,000 | 0.108 |
| 0.25 | 120,000 | 283,000 | 0.118 | |
| 0.50 | 96,000 | 253,000 | 0.132 | |
| Crownpoint C Zone | 0.10 | 154,000 | 242,000 | 0.079 |
| 0.25 | 135,000 | 229,000 | 0.085 | |
| 0.50 | 106,000 | 202,000 | 0.095 | |
| Crownpoint D Zone | 0.10 | 378,000 | 656,000 | 0.087 |
| 0.25 | 355,000 | 640,000 | 0.090 | |
| 0.50 | 312,000 | 601,000 | 0.096 | |
| TOTALS INFERRED CROWNPOINT | 0.10 | 791,000 | 1,516,000 | 0.096 |
| 0.25 | 708,000 | 1,445,000 | 0.102 | |
| 0.50 | 593,000 | 1,320,000 | 0.111 |
Notes:
1: S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
| 2: | In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50. |
| 3: | Mineral Resources are estimated using a long-term Uranium price of US$83 per pound. |
4: Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8: Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the Author’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
Hosta Butte Area
Mineral resources were calculated by zone or horizon, based on geologic interpretation and correlation. Mineral resources are reported at various cutoff grades for Indicated Mineral Resources, to illustrate the effect of varying cutoff on the mineral resource. The preferred cutoff of 0.50 ft% GT is shaded in the respective tables. The Inferred and Indicated Mineral Resources tabulated for the Hosta Butte Area of the Project are presented in Tables 14.5 and 14.6 for Indicated and Inferred Mineral Resources, respectively. These Indicated and Inferred Mineral Resource quantities are the subject of the independent “Mineral Resource Audit – Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA” dated January 17, 2022. Inferred Mineral Resources are reported only at the 0.10 ft% GT cutoff.
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Table 11.5 - Indicated Mineral Resources Hosta Butte Area
| Zone | GT Cutoff | Pounds | Avg. Grade %eU3O8 | AVG. Thickness | Tons |
| B | 0.10 | 414,000 | 0.069 | 5.6 | 299,000 |
| 0.25 | 307,000 | 0.079 | 9.0 | 195,000 | |
| 0.50 | 213,000 | 0.107 | 13.9 | 100,000 | |
| C | 0.10 | 2,464,000 | 0.091 | 7.7 | 1,356,000 |
| 0.25 | 2,207,000 | 0.100 | 11.2 | 1,103,000 | |
| 0.50 | 2,001,000 | 0.104 | 13.6 | 964,000 | |
| D | 0.10 | 7,590,000 | 0.121 | 8.4 | 3,135,000 |
| 0.25 | 6,965,000 | 0.149 | 11.5 | 2,339,000 | |
| 0.50 | 6,385,000 | 0.169 | 14.4 | 1,888,000 | |
| Total | 0.10 | 10,468,000 | 0.109 | 8.1 | 4,790,000 |
| 0.25 | 9,479,000 | 0.130 | 11.3 | 3,637,000 | |
| 0.50 | 8,598,000 | 0.146 | 14.1 | 2,952,000 |
Notes:
1: S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2: In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3: Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4: Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8: Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the Author’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
Table 11.6 - Inferred Mineral Resources Hosta Butte Area
| Geologic Zone |
GT Cutoff |
Tons | Pounds | Avg Grade %eU3O8 |
| Hosta Butte C Zone | 0.10 | 824,000 | 1,568,000 | 0.095 |
| 0.25 | 670,000 | 1,404,000 | 0.105 | |
| 0.50 | 586,000 | 1,273,000 | 0.109 | |
| Hosta Butte D Zone | 0.10 |
1,396,000
|
3,354,000
|
0.120
|
| 0.25 | 1,042,000 | 3,078,000 | 0.148 | |
| 0.50 | 841,000 | 2,821,000 | 0.168 | |
|
Hosta Butte Area Total Inferred Mineral Resource |
0.10 | 2,220,000 | 4,922,000 | 0.111 |
| 0.25 | 1,712,000 | 4,482,000 | 0.131 | |
| 0.50 | 1,427,000 | 4,094,000 | 0.143 |
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Notes:
1: S-K 1300, NI 43-101, and CIM definitions were followed for definition of Mineral Resources.
2: In Situ Mineral Resource are estimated at minimum GT cut-off of 0.50.
3: Mineral Resources are estimated using a long-term Uranium price of US$83 per pound.
4: Bulk density is 15 ft3/ton.
5. Metallurgical Recovery 80%.
6. Estimated grades are based on ISR recovery.
7: Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability.
8: Numbers may not add due to rounding.
9. Pounds and tons as reported are rounded to the nearest 1,000.
10. Mineral Resource estimate prepared by Carl Warren with an effective date of February 25, 2025.
11. To the Author’s knowledge, there are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources, other than the noted potential for local opposition.
Resource Estimation Methods
Geologic Model
Geologic interpretation of the mineralized host sands was used, along with the intercepts that met the minimum cutoff grade and thickness, to develop a geologic framework or model within which to quantify the mineral resources at the Project. Each intercept was evaluated based on its geophysical log expression and location relative to adjacent intercepts. Whenever possible, geophysical logs were used to correlate and project intercepts between drill holes. The mineralized envelope was created by using the top and bottom of each intercept that was within the geologic host sands. The intercepts that were used to make this envelope were then used in the resource model via inverse distance squared GT contour method.
Drill spacing within the Project is not uniform. Drill spacing in the Crownpoint Area was completed roughly on 200-foot centers with the nominal average spacing between drill holes in the resource areas at approximately 150 feet. Drill spacing at Hosta Butte area varies from roughly 200-foot centers to over 400-foot centers, with the nominal average drill spacing within the mineral resource areas at approximately 250 feet. Drilling depths at Crownpoint are typically in the range of 2,000 feet. Drilling depths at Hosta Butte is deeper at approximately 2,400 feet on average.
The current geologic and resource model reflects 4 major sand zones over the stratigraphic thickness of approximately 360 feet of the Westwater Canyon. The Westwater Canyon is roughly divided by the CP shale with the B zone immediately above the shale and the C zone immediately below the shale. The A and D zones are the upper and lowermost sands of the Westwater Canyon, respectively. Within the Crownpoint Area all four zones are mineralized with the B and D zones being the most prolific and the A zone being the weakest. At Hosta Butte there was not sufficient mineralization in the A zone to support a mineral resource calculation. The D zone was the most strongly mineralized followed by the C and B zones.
Once the data was separated by zone an initial radius influence of 100 feet was applied to each drill hole to establish an initial geologic limit to the projection of mineralization. Refinement of the geologic limit and projection of mineralization along trend was then based on specific correlation and interpretation of geophysical logs on a hole-by-hole basis. The 100-foot radius was determined by correlating geophysical logs across or perpendicular to the observed mineralized trend. Mineralization is clearly anisotropic and can be projected greater distances along trend. For the classification of Indicated Mineral Resource the projection of mineralization along trend was limited to 300 feet. For Inferred Mineral Resources the maximum projection along trend was double to 600 feet.
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GT Contour Method
The Indicated Mineral Resource model was completed using the inverse distance squared GT (Grade x Thickness) Contour Modeling Method for each of individual mineralized zones of the deposit. The Contour Modeling Method, also known as the Grade x Thickness (GT) method, is a well-established approach for estimating uranium resources and has been in use since the 1950’s in the US. The technique is most useful in estimating tonnage and average grade of relatively planar bodies where lateral extent of the mineralized body is much greater than its thickness, as was observed with the data at Crownpoint and Hosta Butte.
For tabular and roll front style deposits the GT method provides a clear illustration of the distribution of the thickness and average grade of uranium mineralization. The GT method is particularly applicable to the Crownpoint and Hosta Butte deposits as it can be effective in reducing the undue influence of high-grade or thick intersections as well as the effects of widely spaced, irregularly spaced, or clustered drill holes. This method also makes it possible for the geologist to fit the contour pattern to the geologic interpretation of the deposit.
For each zone within the Crownpoint and Hosta Butte areas of the project, limits of mineralization were determined by interpretation of the drill data. Within these limits the GT and T (Grade x Thickness and Thickness) were contoured. Although an automated contouring program was used to produce the model surface itself, 3-dimensional (3D) limits were established where appropriate to constrain the model. For example, drill holes with GT values several times the average was limited in their influence by manually constructing a set of breaklines in the model. The volume of the 3D model is then calculated using CAD program software. To that volume, a bulk unit weight of 15 cubic feet per ton is applied to calculate the pounds of eU3O8. Similarly, the tons are of mineralization are calculated using the same methodology for constructing a 3D model of mineral Thickness (T) within the same area. Grade is then calculated by dividing GT model eU3O8 pounds by T model calculated mineralized tons.
The GT contour method is used as common practice for Mineral Reserve and Mineral Resource modelling for similar sandstone-hosted uranium projects (“Estimation of Mineral Resources and Mineral Reserves”, adopted by CIM November 23, 2003, p 51.). It is the opinion of the author that the GT contour method, when properly constrained by geologic interpretation, provides an accurate estimation of contained pounds of uranium.
The current drill hole database consists of:
| · | Crownpoint Area |
| o | 482 drill holes, in total of which 93 did not meet minimum cutoff criteria. |
| · | Hosta Butte Area |
| o | 135 drill holes, in total of which 42 did not meet minimum cutoff criteria. |
The uranium quantities and grades are reported as equivalent U3O8 (eU3O8), as measured by downhole gamma logging. The industry standard protocol for reporting uranium in sandstone hosted deposits in the US has been validated for the Project as discussed in Section 9.
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Cutoff Criteria
It is the author’s opinion that the recommended minimum cutoff grade of 0.02 % U3O8 and a GT of 0.50 as the cutoff criteria for the estimation of the total in situ mineral resource within the Project is consistent with average cutoff grades used for US based ISR properties that use alkaline leach recovery chemistry. This is the mining method that is licensed by the U.S. Nuclear Regulatory Commission for NuFuels’ adjacent Crownpoint ISR Project. Additionally, Mobil Exploration and Production Corp. conducted an ISR pilot test on Section 9, near to Verdera’s properties covered in the Report (Vogt, 1984). The outcomes of the pilot project demonstrated the amenability of the Westwater Morrison formation hosted uranium mineralization bodies to ISR uranium recovery using alkaline based leach chemistry. As a cautionary note, the information referenced relative to the adjacent NuFuels’ Crownpoint ISR Project was provided by the issuer and has not been verified by the writer and is not necessarily indicative of the mineralization on the property that is the subject of this Technical Report.
Commodity Price and Operating Costs
Uranium does not trade on an open market like other commodities. Buyers and sellers negotiate contracts privately. The following is from the Cameco’s web site. Cameco is among the world leaders in uranium production. (https://www.cameco.com/invest/markets/uranium-price)
Cameco calculates industry average prices from the month-end prices published price by UxC and Trade Tech and publishes these prices on their web site. Cameco states a current (September 2025) long term price of $83.00. The authors have also reviewed uranium prices from recently published PEA and PFS studies for uranium projects and found that commodity prices in excess of $83.00 were common. Examples include,
| · | Dewey Burdock Project, enCore Energy, PEA, January 6, 2025, average commodity price based on Trade Tech reported prices 2023, $86.34 per pound. Operating costs including capital write-off and forward operating costs were stated as $18.72 and $ 23.81 per pound, respectively, for a total cost of $42.53 per pound. (https://encoreuranium.com/projects/dewey-burdock-uranium-project/) |
| · | Shirley Basin Project, Ur Energy, SK-1300, March 11, 2024, average commodity price based on Cantor Fitzgerald Canada Corporation, 9/26/2023, PI financial Corp. 10/3/2023 and UxC, LLC Q4 2023, in a range of $82.46 to $86.21 per pound. Operating costs including capital write-off and forward operating costs were stated as $24.44 and $ 24.40 per pound, respectively, for a total cost of $48.84 per pound. (https://www.ur-energy.com/projects/shirley-basin) |
| · | Church Rock Uranium Project, Laramide Resources Ltd., average commodity price based on Tetra Tech Q3, 2023. The authors elected to use $75.00 per pound despite use of the same reference for Dewey Burdock, which used a price of $86.43 per pound as stated above. Operating costs were estimated at $27.70 per pound. Initial capital was estimated at $47,539 million USD and life of mine initial and sustaining capital and reclamation and closure costs estimated at approximately $270 million USD. The project is projected to recover some 31.2 million pounds of uranium oxide (80% recovery). Thus, the life of mine CAPEX is approximately $9.00 per pound. (https://laramide.com/projects/crownpoint-churchrock-uranium-project) |
Thus, the authors conclude that the use of a long-term commodity price $83.00 per pound price is reasonable for the purposes for this IA and that the recent studies cited reference a price range of $75 to $86 USD per pound. The authors further conclude that production costs for comparable projects are in the range of $36.70 to $49.00 per pound, with a median cost of approximately $42.50 per pound. While the commodity price and the production costs are expected to vary, it is the author’s opinion that use of these factors is reasonable for establishing cutoff criteria based on reasonable prospects for eventual economic extraction.
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Reasonable Prospects for Eventual Economic Extraction
To assess reasonable prospects for eventual economic extraction all areas of mineralization in excess of 0.02% eU3O8 was first considered and then economic cutoff criteria was applied considering ISR extraction including minimum GT and minimum pounds per pattern as follows.
| · | Application of a minimum Grade thickness or GT. |
| o | A minimum GT of 0.5 (feet x %) was used. |
| o | Average thickness 7.5 feet. |
| o | Average grade at minimum GT 0.033 eU3O8. |
| · | In addition, areas of isolated mineralization were screened based on “pounds per pattern criteria.” |
| o | Areas not containing a minimum of 4,500 pounds of modeled in situ uranium content were not included in the Indicated Mineral Resource tabulation. |
| o | This criterion is based on anticipated wellfield characteristics including the depth of mineralization and typical costs for installing a minimum wellfield unit or pattern. |
| o | Average grade of estimate indicated mineral resources applying all criteria 0.13 eU3O8. |
This screening criterion was applied to the reported Indicated Mineral resources which is supported by drilling data. The screening criterion was indirectly applied to the Inferred Mineral Resources due to extrapolation of resource areas from the areas of higher drilling density in the Indicated Mineral Resource areas into areas of limited drilling data. This extrapolation was inherently limited to areas directly adjacent to Indicated Resource.
The calculated cut-off GT for the Project was based on modifying factors including metal prices, metallurgical recoveries, operating costs, and other operational constraints (Table 14.4). Note this calculation shows the minimum grade at the minimum GT and indicates that a lower GT cutoff could be applied. At the resultant average grade of the mineral resource, 0.13 eU3O8, after applying the minimum GT and pounds per pattern criteria the value at 80% recovery and a price range of $80 to $85 per pound is estimated at $167.68 to $178.16 per pound, well in excess of anticipated costs.
Table 14-1: Minimum GT cutoff Criteria Economic Justification
| Item | Quantity | ||
| Price in US$/lb U3O8 | US$80 - 85 | ||
| Process plant recovery | 70-80% | ||
| Total OPEX (includes G&A) | $25-35/lb | ||
| Total CAPEX | $10-15/lb | ||
| Grade at minimum GT | 0.066% | ||
| Value @ 80% recovery, $83/lb | $87.65 | ||
| Cost at median OPEX & CAPEX | $42.50 | ||
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Radiometric Equilibrium
General
Radioactive isotopes decay until they reach a stable, non-radioactive state. The radioactive decay products are of two general categories, the first being the sub-atomic energy generating product (i.e., the radiation) and the second being the atomic isotope. Decay product isotopes are referred to as daughters and occur down what is known as a decay chain. When all the decay products are maintained in close association with the primary uranium isotope U238 for the order of a million years or more the decay chain will reach equilibrium with the parent isotope; meaning that the daughter isotopes will be decaying in the same quantity as they are being created (McKay, 2007).
An otherwise equilibrated decay system may be put into a state of disequilibrium when one or more decay products are mobilized and removed from the system because of differences in solubility between uranium and its daughter isotopes. In addition, both the primary isotope of uranium U238 and its daughters emit different forms of radiation as they decay. The primary field instruments for the indirect measurement of uranium, either surface or down-hole probes, measure gamma radiation. Within the uranium decay the gamma emitting elements are primarily Radium226, Bismuth214, and Uranium with Radium226 being the dominant source of gamma radiation. Disequilibrium is considered positive when there is higher proportion of uranium present compared to daughters and negative where daughters are accumulated, and uranium is depleted. The disequilibrium factor (DEF) is determined by comparing radiometric equivalent uranium grade eU3O8 to chemical uranium grade. Radiometric equilibrium is represented by a DEF of 1, positive radiometric equilibrium by a factor greater than 1, and negative radiometric equilibrium by a factor of less than 1.
Except in cases where uranium mineralization is exposed to strongly oxidized conditions, most of the sandstone roll-front deposits reasonably approximate radiometric equilibrium. Disequilibrium is normally spatially variable in sandstone-hosted deposits. The nose of a roll front deposit tends to have the most positive DEF and the tails of a roll-front would tend to have the lowest DEF (Davis, 1969).
DEF Determination
Disequilibrium conditions at the Project were evaluated based on available data from twenty-five of the core holes which had sufficient mineralized thicknesses and grades and had sufficient core recovery to be used to determine a disequilibrium factor (DEF). The data available for the evaluation consisted of radiometric equivalent data from down hole geophysical logging and core assays which included both original geophysical logs and original chemical assay sheets. This data is of a historic nature but was verified as discussed in Section 9.
The author developed the comparison of radiometric and core data shown on Figure 11.1. The results show some variation in the DEF with an overall factor of 1.05 based on linear regression analysis or 1.07 based on total GT. Note the correlation of radiometric and chemical assay values was very high with a R2 coefficient of 0.99 (a coefficient of 1 is perfect correlation).
While the data would support a positive adjustment of observed uranium grades, the author recommends that a 1:1 factor is conservative and reasonable.
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Figure 11.1 - Radiometric Equilibrium

Risks
The authors are not aware of environmental, permitting, legal, title, taxation, socio-economic, marketing, political, or other relevant factors which would materially affect the mineral resource estimates, provided the conditions of all mineral leases and options, and relevant operating permits and licenses are met.
Previous permitting and licensing efforts in the Crownpoint area met with significant public resistance and lack of acceptance. This resistance could lead to permitting delays, increased legal costs, or otherwise affect the Project’s development timeline. Additional costs and timelines would be expected for community engagement, education, awareness and public input.
Readers are cautioned that any estimate of forward cost or commodity price is by its nature forward-looking. It would be unreasonable to rely on any such forward-looking statements and information as creating any legal rights. The statements and information are not guarantees and may involve known and unknown risks and uncertainties, and actual results are likely to differ (and may differ materially) and objectives and strategies may differ or change from those expressed or implied in the forward-looking statements or information as a result of various factors. Such risks and uncertainties include risks generally encountered in the exploration, development, operation, and closure of mineral properties and processing facilities. Forward-looking statements are subject to a variety of known and unknown risks and uncertainties.
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Crownpoint Area
For the Crownpoint area the following figures display the GT and T contours developed for the estimation of mineral resources. Indicated Mineral Resource areas were developed by contouring. Inferred Mineral Resources were established by projecting mineralization along trends and assigning average thickness and grade based on the average nearest drill data.
Refer to Figures:
| · | Figure 11.2 - Zone A GT Contour |
| · | Figure 11.3 - Zone A T Contour |
| · | Figure 11.4 - Zone B GT Contour |
| · | Figure 11.5 - Zone B T Contour |
| · | Figure 11.6 - Zone C GT Contour |
| · | Figure 11.7 - Zone C T Contour |
| · | Figure 11.8 - Zone D GT Contour |
| · | Figure 11.9 - Zone D T Contour |
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Figure 11.2 - Zone A GT Contour

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Figure 11.3 - Zone A T Contour

| 64 |
Figure 11.4 - Zone B GT Contour

| 65 |
Figure 11.5 - Zone B T Contour

| 66 |
Figure 11.6 - Zone C GT Contour

| 67 |
Figure 11.7 - Zone C T Contour

| 68 |
Figure 11.8 - Zone D GT Contour

| 69 |
Figure 11.9 - Zone D T Contour

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Hosta Butte
For the Hosta Butte area the following figures display the GT and T contours developed for the estimation of mineral resources. Indicated Mineral Resource areas were developed by contouring. Inferred Mineral Resources was established by projecting mineralization along trends and assigning average thickness and grade based on the nearest drill data.
Refer to Figures:
| · | Figure 11.10 - Zone B GT Contour |
| · | Figure 11.11 - Zone B T Contour |
| · | Figure 11.12 - Zone C GT Contour |
| · | Figure 11.13 - Zone C T Contour |
| · | Figure 11.14 - Zone D GT Contour |
| · | Figure 11.15 - Zone D T Contour |
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| 71 |
Figure 11.10 - Zone B GT Contour

| 72 |
Figure 11.11 - Zone B T Contour

| 73 |
Figure 11.12 - Zone C GT Contour

| 74 |
Figure 11.13 - Zone C T Contour

| 75 |
Figure 11.14 - Zone D GT Contour

| 76 |
Figure 11.15 - Zone D T Contour

| 77 |
| 12. | Mineral Reserve Estimates |
This section is not applicable.
No current preliminary economic assessment of the Project and/or feasibility study has been completed for the Project. The purpose of this report is to define the in-place mineral resources. Mineral resources are not mineral reserves and do not have demonstrated economic viability in accordance with CIM standards.
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| 13. | Mining Methods |
This section is not applicable.
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| 14. | Processing and Recovery Methods |
This section is not applicable.
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| 15. | Infrastructure |
This section is not applicable.
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| 16. | Market Studies |
This section is not applicable.
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| 17. | Environmental Studies, Permitting, and Plans, Negotiations, or Agreements with Local Individuals or Groups |
This section is not applicable.
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| 18. | Capital and Operating Costs |
This section is not applicable.
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| 19. | Economic Analysis |
This section is not applicable.
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| 20. | Adjacent Properties |
Mineral resources are held by others in the vicinity of the Project and within the region. These holdings are not considered material to the Project by the Issuer.
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| 21. | Other Relevant Data and Information |
To the author’s knowledge there is no other relevant data, information or other factors which would materially affect the mineral resource estimate provided herein or that could be provided to make the report more understandable.
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| 22. | Interpretation and Conclusions |
Available data used in this report has been verified and in the opinion of the author it is reliable for the purposes of estimating mineral resources for the Project. This data supports the mineral resource estimation and categorization for the Project including an Indicated and Inferred Mineral Resources. A portion of the project is jointly held by NuFuels and as discussed in Section 11, mineral resources in this area have accounted for the relative percentage of ownership.
The portion of the Project with defined Indicated Mineral Resources would support a preliminary economic assessment or preliminary feasibility study (PFS).
The technical risks related to the project are low as the mining and recovery methods are proven. In the opinion of the author, the Project could be developed as either ISR or conventional underground-mine operation as the economic cutoff criteria for ISR at shallow depths, under 500 feet, similar to those for conventional underground mines and the Crownpoint property contains existing underground infrastructure. It is the opinion of the authors that the ISR method will be more straightforward to permit and offers a lower cost of production than a conventional underground. Thus, ISR is the preferred scenario.
There is a risk that the project will face local resistance as was the case with previous permitting and licensing efforts. This resistance could lead to permitting delays, increased legal costs, or otherwise affect the Project’s development timeline. Additional costs and timelines would be expected for community engagement, education, awareness and public input.
The author is not aware of any other specific risks or uncertainties that might significantly affect the mineral resource estimates. Any estimation or reference to costs and uranium prices within the context of this report over the potential life of mine are by its nature forward-looking and subject to various risks and uncertainties. No forward-looking statement can be guaranteed, and actual future results may vary materially.
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| 23. | Recommendations |
The following recommendations relate to potential improvement and/or advancement of the Project and fall within two categories; recommendations to potentially enhance the resource base and recommendation to advance the Project towards development, which may be conducted contemporaneously. It is recommended that Verdera conduct a LIDAR or similar survey of both sites to identify and locate any visible hole markers, compare the locations and elevations to historical survey records, and rectify all drill hole locations to current coordinate systems. Recommended Program to Increase Resource Base
Crownpoint
Mineralization within the Crownpoint portion of the Project is well defined by drilling. For this and other considerations discussed in this report over 90% of the mineral resources are classified as Indicated Mineral Resources. In some areas additional drilling could be recommended to possibly enhance the resource base.
Hosta Butte
For the Hosta Butte portion of the Project, drilling is sparser and as a result the mineral resources are classified as approximately 70% Indicated and 30% Inferred Mineral Resources. Referring to the GT Contour Figures 11.10, 11.12, and 11.16 for Hosta Butte, targeted drilling in the areas where Inferred Mineral Resources have been projected along the mineralized trend could enhance the resources base by elevating the resource category. In addition, specifically regarding the B Zone, in the southwest portion of Section 3, T16N, R13W, drilling is sparse 400 foot spacing or greater which is greater than the width of the B Zone trend. Drilling in this area has the potential of expanding the resource along some 1,500 to 2,000 feet in this area. In addition, a minimum of two core holes are recommended to be completed in Section 3. With one targeting the B Zone and the other the D zone. In addition to evaluating radiometric equilibrium conditions, the cores should be tested for general engineering properties including dry density and compressive strength, porosity, and permeability, and for amenability to acid and alkaline leaching.
It is anticipated that drilling will be on the order of $15,000 USD per rotary drill hole at Hosta Butte including drilling and geophysical logging costs and site supervision. Depending on the core interval lengths, core drilling would add up to $5,000 USD per hole. General sample testing, assays, engineering, and metallurgical studies would cost a minimum of $100,000 USD. Based on a drilling program consisting of 20 rotary and 2 core holes and allowing a contingency for items such as site clearances and access, the costs including testing would be on the order of $440,000 USD. A scoping study to assess the date recovered under this work would assess the project economics, mine plan, and regulatory approach to advance the project, and that is estimated to cost $250,000 USD.
Also, within the Hosta Butte area historic drilling indicates the presence of significant uranium mineralization in both the B and D Zones within Section 11, T16N, R13W. Completion of a detailed geological investigation of this area is recommended to determine potential targets for exploration. Specific drilling cannot be recommended until this investigation is complete. The cost of this investigation would be on the order of $75,000 USD. Dependent on positive recommendations from the review of the Phase 1 of work a second drilling program of the nature described for Section 11 would follow in a phased approach with an approximate cost of $400,000 USD.
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Finally, presuming that the drilling program(s) are successful in enhancing the mineral resources the Technical Report would need to be updated.
The reader is cautioned that additional drilling may or may not enhance and/or expand the mineral resources depending upon the results of the drilling.
Recommended Programs to Advance the Project
No current preliminary economic assessment of the Project and/or feasibility study has been completed for the Project. The portions of the mineral resource base classified as Indicated Mineral Resource would support a preliminary economic assessment or preliminary feasibility study (PFS). A PFS of the project would not be dependent upon the foregoing recommendations related to the resource base as, in the author’s opinion the resource base as defined by the Indicated Mineral Resource is adequate to support a PFS. For the PFS it is recommended that the Crownpoint area be evaluated in greater detail as the first area to be developed followed by Hosta Butte. It is further recommended that work towards a preliminary feasibility study be phased beginning with a scoping study to develop a conceptual mine plan and evaluate alternatives. These alternatives should include both ISR and conventional means of recovery. The scoping study should also define the data necessary to support the completion of a preliminary feasibility study and the determination of probable mineral reserves. Based on the results of the scoping study a preliminary feasibility study could then be completed. Finally, a Technical Report would be prepared which addresses the probable mineral reserves and all other required items of Form 43-101F1, Items 15 through 22.
A summary of recommended work and estimated costs follows:
Table 23.1 – Recommendation Costs Phase 1
| Recommended Work Item | Estimated Budget |
| LIDAR survey of drill hole locations | $50,000 USD |
| Hosta Butte Section 3 Drilling | $440,000 USD |
| Hosta Butte Section 11 Geologic Investigation | $75,000 USD |
| Scoping Study | $250,000 USD |
| Total: | $815,000 USD |
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Table 23.2 - Recommendation Costs Phase 2
| Recommended Work Item | Estimated Budget |
| Hosta Butte Site Access Improvement | $250,000 USD |
| Hosta Butte Section 11 Drilling | $400,000 USD |
| Hosta Butte Section 9 Drilling | $400,000 USD |
| Crownpoint and Hosta Butte Data Collection and Technical Studies | $250,000 USD |
| Crownpoint and Hosta Butte Preliminary Feasibility Study | $950,000 USD |
| Crownpoint and Hosta Butte Update Technical Report | $100,000 USD |
| Total: | $2,350,000 USD |
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| 24. | References |
Previous Reports:
The Technical Report titled, “CROWNPOINT AND HOSTA BUTTE URANIUM PROJECT, McKinley County, New Mexico, USA, MINERAL RESOURCE TECHNICAL REPORT, NATIONAL INSTRUMENT 43-101”. Dated February 25, 2022 and prepared by BRS Inc., of Riverton, Wyoming, on behalf of enCore Energy Corp. (BRS 2022).
The Technical Report titled, “CROWNPOINT AND HOSTA BUTTE URANIUM PROJECT, McKinley County, New Mexico, USA, MINERAL RESOURCE TECHNICAL REPORT, NATIONAL INSTRUMENT 43-101”. Dated May 14, 2012 and prepared by Douglas Beahm, Principal Engineer, BRS Inc. (BRS, 2012).
Litz, J. E., Light, R. H., “Acid Leach Amenability of Crown Point Ore”, Hazen Research Inc., September 16, 1977.
Publications Cited:
Brister, B.S. and G.K Hoffman, 2002, “Fundamental Geology of the San Juan Basin Energy Resources. In New Mexico's Energy, Present and Future”, New Mexico Bureau of Geology and Mineral Resources Decision Makers Field Conference.
Davis, James F., “Uranium Deposits of the Powder River Basin”, Contributions to Geology, Wyoming Uranium Issue, University of Wyoming, 1969.
Dodd, P. H., Droullaard, R. F., Lathan, C. P., “Borehole logging methods for exploration and evaluation of uranium deposits”, US Atomic Energy Commission, Reprinted from Mining and Groundwater Geophysics, 1967.
Mainville, A., Pool T., Trueman, T., Ward, D. M., Westoll, N. D, “CIM Best Practice in Uranium Estimation Guidelines”, Canadian Institute of Mining, 2003.
Mathisen, M, “Technical Report on the Crownpoint Uranium Project, McKinley County, New Mexico, USA – NI 43-101 Report”, Roscoe Postle Associates Inc., November 2018
McCarn, “The Crownpoint and Churchrock Uranium Deposits San Juan Basin, New Mexico, United States of America”, Innovative Projects International, 1997.
McKay, A. D. et al, “Resource Estimates for In Situ Leach Uranium Projects and Reporting Under the JORC Code”, Bulletin November/December, 2007.
McLemore, V. T., and Chenoweth, W. L., “Uranium Mines and Deposits in the Grants District, Cibola and McKinley Counties, New Mexico”, New Mexico Bureau of Mines and Mineral Resources, December, 1991.
McLemore, V. T., “The Grants Uranium District, New Mexico: Update on Source, Deposition, and Exploration”, New Mexico Institute of Mining and Technology, November, 2010.
NUREG-1508, “Final Environmental Impact Statement to Construct and Operate the Crownpoint Uranium Solution Mining Project, Crownpoint, New Mexico” , Docket No. 40-8968, 1997
| 92 |
Peach, J., and Popp, A. V., “The Economic Impact of Proposed Uranium Mining and Milling Operations in the State of New Mexico”, New Mexico State University, August 1, 2008
Pelizza, M., and McCarn, D. W., “Licensing of in situ leach recovery operations for the Crownpoint and Church Rock uranium deposits, New Mexico: A Case Study”, in Recent Developments in Uranium Resource and Production with Emphasis on In Situ Lech Mining, IAEA-TECDOC-1396, June, 2004.
Scholle, P. A., “Geologic Map of New Mexico”, New Mexico Bureau of Geology and Mineral, 2003.
Squyres, J. B., “Uranium Deposits of the South San Juan Basin, New Mexico”, February, 1974
UxC, LLC, “Ux Weekly Volume 35, Number 40”, October 4, 2021
UxC, LLC, “Ux Weekly Volume 36, Number 01”, January 3, 2022
Vogt, T, Strom, T., Venuto, P., Winger, J, Scoggins, M., “In-Situ Leaching of Crownpoint, New Mexico, Uranium Ore: Part 6 – Section 9 Pilot Test”, Society of Petroleum Engineers of AIME, December 1984
Web Site Links Cited:
http://www.cameco.com/investors/uranium_prices_and_spot_price/
www.city-data.com/city/Crownpoint-New-Mexico.htm#ixzz1u3xghRzR
https://encoreuranium.com/projects/dewey-burdock-uranium-project/
http://www.nrc.gov/materials/uranium-recovery/license-apps/ur-projects-list-public.pdf
http://www.nrd.gov/materials/uranium-recovery/license-apps/ur-gantt-chart.pdf
www.tax.newmexico.gov
http://laramide.com
https://www.usgs.gov/core-research-center
https://www.ur-energy.com/projects/shirley-basin
| 93 |
| 25. | Reliance on Information Provided by the Registrant |
The Authors have fully relied upon and disclaim responsibility for the information, provided by the issuer, Verdera, and included in Section 4 Property Description and Location, including but not limited to, property location, mineral tenure, surface rights, taxes, royalties, and permits and licensing. The Author has reviewed a report on title prepared for Verdera by Modrall Sperling Roehl Harris & Sisk P.A. dated September 1, 2025 and titled Revised Updated Title Report for Crownpoint I and II and Hosta Butte Lands for information on property ownership and royalties.
The Authors have fully relied upon and disclaim responsibility for the information provided by the issuer and relating to the terms of acquisition of the project by Verdera including but not limited to any material encumbrances or costs related to the acquisition.
The Authors have fully relied upon and disclaim responsibility for the information provided the issuer, stating there are no existing environmental liabilities of the project. The authors searched public records of the New Mexico Mining and Minerals Division and found no reference to outstanding bonds or notice of violations related to the Project.
The Authors have fully relied on and disclaim responsibility for the information provider by the issuer, Verdera, and included in Section 5 History related to Verdera’s acquisition of the property including any encumbrances thereto.
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| 26. | DATE AND SIGNATURE PAGE |
CERTIFICATE OF AUTHOR
I, Douglas L. Beahm, P.E., P.G., do hereby certify that:
| 1. | I am author of the amended and restated technical report titled “Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA Mineral Resource Technical Report, National Instrument 43-101”, dated December 5, 2025 (the “Technical Report”). |
| 2. | I am the Principal Engineer and President of BRS, Inc., 1130 Major Avenue, Riverton, Wyoming 82501. |
| 3. | I graduated with a Bachelor of Science degree in Geological Engineering from the Colorado School of Mines in 1974. I am a licensed Professional Engineer in Wyoming, Colorado, Utah, and Oregon, a licensed Professional Geologist in Wyoming and a Registered Member of the Society for Mining, Metallurgy, and Exploration. |
| 4. | I have worked as an engineer and a geologist for over 50 years. My work experience includes uranium exploration, mineral resource estimation, reserves estimation, mine production, and mine/mill decommissioning and reclamation. Specifically, I have worked as an exploration geologist, chief geologist, chief mine engineer and consultant with numerous uranium projects hosted in sandstone environments in Wyoming. |
| 5. | I last visited the site on July 17, 2025 and previously visited the site during the period of April 16 through April 18 2012. |
| 6. | I am responsible for the overall Technical Report. |
| 7. | I am independent of the issuer in accordance with the application of Section 1.5 of NI 43-101. I have no financial interest in the property and am fully independent of Verdera, POCML 7 Inc., enCore Energy Corp., and their affiliates. I hold no stock, options or have any other form of financial connection to Verdera or any affiliated companies, Verdera is but one of many clients for whom I consult.I do have prior working experience on the property as stated in the report. |
| 8. | My prior work experience on the property is limited to preparation of a technical reports on the project in 2012 and 2022. |
| 9. | I have read the definition of “qualified person” set out in Subpart 1300 of Regulation S-K (S-K 1300) and certify that by reason of my education, professional registration, and relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of S-K 1300. |
December 5, 2025
Signed and Sealed
Douglas L. Beahm, PE, PG, SME Registered Member
| 95 |
CERTIFICATE OF AUTHOR
CARL DAVID WARREN
I, Carl David Warren, P.E., P.G., do hereby certify that:
| 1. | I am a Project Engineer for BRS Engineering. Located in Riverton Wyoming, at 1130 Major Ave. |
| 2. | I am a contributing author of the Technical Report titled “Crownpoint and Hosta Butte Uranium Project, McKinley County, New Mexico, USA Mineral Resource Technical Report, National Instrument 43-101, (the “Technical Report”) dated December 5, 2025. |
| 3. | I graduated with a Bachelor of Science in Geological Engineering from the Colorado School of Mines in 2009 and have a Master of Science Degree in Nuclear Engineering from the Colorado School of Mines in 2013. I am Licensed Professional Engineer in the State of Wyoming. |
| 4. | I have worked as both an engineer and a geologist for a cumulative 16 years and have over 19 years of working experience in the mineral resource and mining industry. My relevant work experience includes underground mining, ore control, geological mapping, core logging and data management, uranium exploration, and uranium resource modelling. |
| 5. | I have not visited the site. |
| 6. | I am responsible for the material in Section 14 of the report including the mineral resource dated February 25, 2025. |
| 7. | I am independent of the issuer as described in section 1.5 of NI 43-101. I have no financial interest in the property and am fully independent of Verdera, POCML 7 Inc., enCore Energy Corp., and their affiliates. I hold no stock, options or have any other form of financial connection to Verdera or any affiliated companies, Verdera is but one of many clients for whom I consult. |
| 8. | Prior work experience on the property is limited to preparation of a resource for a technical report on the project in 2022. |
| 9. | I have read the definition of “qualified person” set out in Subpart 1300 of Regulation S-K (S-K 1300) and certify that by reason of my education, professional registration, and relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of S-K 1300. |
December 5, 2025
Signed and Sealed
Carl David Warren P.E. P.G.
| 96 |
| Table 1: Newly Registered and Carry Forward Securities |
|---|
|
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | |||||||||||||
| Fees to be Paid | 1 | Equity | Common shares | 457(a) | 35,000,000 | $ 0.44 | $ 15,400,000.00 | 0.0001381 | $ 2,126.74 | ||||
| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
|
Total Offering Amounts: |
$ 15,400,000.00 |
$ 2,126.74 |
|||||||||||
|
Total Fees Previously Paid: |
$ 0.00 |
||||||||||||
|
Total Fee Offsets: |
$ 0.00 |
||||||||||||
|
Net Fee Due: |
$ 2,126.74 |
||||||||||||
|
Offering Note |
|
1 |
a) In accordance with Rule 416(a), we are also registering an indeterminate number of additional common shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, share dividends or similar transactions. b) Pursuant to Rule 457(c), the proposed maximum offering price per Common Share is based on the average of the high and low prices of the Common Shares are reported on the TSX Venture Exchange on April 28, 2026, of C$0.60, converted from Canadian Dollars into United States Dollars using the average exchange rate on April 28, 2026 as reported by the Bank of Canada of US$1.00 = C$1.3678. | ||||||
|
|
|||||||
| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Table 3: Combined Prospectuses |
|---|
|
Security Type |
Security Class Title |
Amount of Securities Previously Registered |
Maximum Aggregate Offering Price of Securities Previously Registered |
Form Type |
File Number |
Initial Effective Date |
|
|---|---|---|---|---|---|---|---|