Mr. Cristiano Veloso reports

VERDE AGRITECH ENTERS EXCLUSIVE CARBON CREDIT PARTNERSHIP WITH UNDO

Verde Agritech Ltd. has signed an exclusive agreement with Undo Carbon Ltd., a United Kingdom-based carbon dioxide (CO2) removal innovator specializing in enhanced rock weathering, forming a collaborative framework to explore a commercial partnership focused on the creation, delivery and sale of durable, high-quality carbon removal credits from Verde's enhanced rock weathering (ERW) activities in Brazil, leveraging the potential of the company's glauconitic siltstone mineral. Successful execution of this partnership has the potential to remove hundreds of thousands of tonnes of CO2 (carbon dioxide) from the atmosphere.

"The signing of this agreement with Verde demonstrates the potential of Undo's end-to-end platform in activating enhanced rock weathering projects globally at pace. By combining Verde's exceptional mineral resources and operational capacity in Brazil with Undo's ERW measurement and technology expertise, we're creating a blueprint for scaling durable carbon removal. This collaboration is showing that, when you bring together complementary strengths, ERW can scale quickly to deliver the gigatonnes of removal the world urgently needs," stated Jim Mann, chief executive officer and founder of Undo Carbon.

"Today's exclusive agreement with Undo creates a clear path to turn Verde's enhanced rock weathering activities into a scalable revenue stream," commented Cristiano Veloso, founder and chief executive officer. "By combining our glauconitic siltstone products and established operations in Brazil with Undo's award-winning expertise in measurement, reporting and verification, we aim to originate and deliver durable, high-quality carbon removal credits aligned with global best practices, including leading enhanced rock weathering methodologies."

This exclusive agreement represents Verde's first step into the carbon credit market, establishing a clear framework to monetize enhanced rock weathering, which aims to deliver on the company's objective of clearly outlining a new product and business stream through its ERW activities. For Undo, its objective focuses on securing a reliable source of high-quality ERW feedstock and a pathway to scalable CDR (carbon dioxide removal) from Verde's ERW activities in Brazil.

Undo is a world-leading carbon dioxide removal project developer pioneering ERW to remove CO2 from the atmosphere. It spreads crushed silicate rock on agricultural land, accelerating the natural weathering process and enriching soil health.

In April, 2025, Undo was named one of four global winners of the $100-million XPrize carbon removal competition (financed by the Musk Foundation), which aims to accelerate carbon dioxide removal technologies to address climate change at scale.

To date, Undo has spread over 313,800 tonnes of silicate rock, enriching 54,400 acres of agricultural land across 398 farms, which is set to permanently remove approximately 69,000 tonnes of CO2 across three continents. With the backing of leading brands such as Microsoft, Barclays, British Airways and McLaren, Undo is well positioned to spread millions of tonnes of mineral-rich silicate rock annually, an important step toward the billion-tonne scale needed to meet the urgent climate challenge.

Partnership benefits

By combining complementary expertise and resources, the agreement supports Verde and Undo in capturing market share and strengthening their competitive advantage, thereby supporting innovation and project execution, opening the door to scalable solutions that deliver benefits to both parties. Notable benefits to Verde include:

• Undo's experience in designing and implementing enhanced rock weathering projects;
• Undo's technology platform to collect and organize operational and measurement data;
• Access to Undo's proprietary and patent-pending measurement protocols for reliable MRV (measurement, reporting and verification) of carbon removal through ERW;
• Undo's established relationships with carbon removal buyers;
• Undo's expertise in quantifying and certifying carbon removal credits, with the ability to package projects for verification.

Notable benefits to Undo include:

• Access to Verde's substantial ERW feedstock;
• Access to Verde's agricultural network in Brazil for ERW activities, where ERW feedstock is applied;
• Local operational deployment capacity, including mineral processing/crushing, haulage, spreading and field operations, including, but not limited to, soil sampling;
• Verde's local knowledge of the agricultural landscape, agronomic conditions and climate records in Brazil.

In mid-2023, Verde announced its plan to sell carbon credits to major international companies seeking to offset their carbon emissions (see press release dated July 27, 2023). This initiative builds on Verde's existing fertilizer operations and introduces a complementary revenue stream based on the sale of verified, durable carbon removal credits generated through enhanced rock weathering (ERW) using Verde's glauconite-rich silicate rock.

Warrant grant

In connection with this agreement, Verde will grant Undo up to 1.7 million common share purchase warrants, allocated as:

• Initial warrants: 100,000;
• Additional warrants: one million;
• Incremental success-based warrants: 600,000.

The exercise price of each warrant will be 120 per cent of market price and, in any event, not less than the minimum price permitted by Toronto Stock Exchange policies at the time of grant.

Each warrant will be exercisable for a period of three years from the grant date, subject to earlier expiry under Paragraph 10. Warrant shares are subject to a 12-month contractual lock-up from the date of issuance, in addition to any statutory or TSX hold periods and legends. Unvested warrants are non-transferable. Vested warrants may be transferred only with the company's consent (not to be unreasonably withheld), except transfers to the holder's affiliates are permitted with notice; in all cases, transfers remain subject to securities law and TSX restrictions.

Initial warrants vest pro rata as and when the company receives cash consideration under qualified offtakes priced at a weighted average price greater than or equal to $350 (U.S.) per tonne CO2, up to a dollar target of $1-million (U.S.). Fractional vesting is permitted; vesting in this tranche completes once its dollar target is fully satisfied.

Additional warrants after initial warrant conditions are fully satisfied; this tranche vests pro rata as and when the company receives additional cash consideration under qualified offtakes priced at a weighted average price greater than or equal to $300 (U.S.) per tonne CO2, up to a dollar target of $39-million (U.S.).

Incremental success-based warrants after additional warrants conditions are fully satisfied; this tranche vests pro rata as and when the company receives additional cash consideration under qualified offtakes priced at a weighted average price greater than or equal to $250 (U.S.) per tonne CO2, up to a dollar target of $60-million (U.S.).

The company reserves the right to accelerate the expiry of vested warrants only (unvested warrants will remain unaffected) to a date 30 days following written notice, provided that the 20-day volume-weighted average trading price (VWAP) of the company's shares on the TSX equals or exceeds $2 at any time after the grant date and TSX acceptance. The notice will specify the calculation period and the revised expiry date.

About Verde Agritech Ltd.

Verde Agritech is dedicated to advancing sustainable agriculture through the innovation of specialty multinutrient potassium fertilizers. The company's mission is to increase agricultural productivity, enhance soil health and significantly contribute to environmental sustainability. Utilizing its unique position in Brazil, Verde harnesses proprietary technologies to develop solutions that not only meet the immediate needs of farmers but also address global challenges such as food security and climate change. Verde's commitment to carbon capture and the production of eco-friendly fertilizers underscores the company's vision for a future where agriculture contributes positively to the health of the planet.

Because Verde's existing mining, processing and distribution infrastructure can be leveraged for ERW deployment, the initiative requires minimal incremental capex (capital expenditure) and allows for rapid scaling to high-margin carbon revenues.

We seek Safe Harbor.