Ms. Janet Lee Sheriff reports

VERDERA ENERGY ANNOUNCES $20 MILLION QUALIFYING TRANSACTION FINANCING

Verdera Energy Corp. and POCML 7 Inc. have provided an update in connection with the proposed transaction that will constitute a qualifying transaction of POCML 7 under TSX Venture Exchange policies, as previously announced by Verdera on Nov. 3, 2025, and Nov. 26, 2025. In connection with the proposed transaction, Verdera and POCML 7 have entered into an agreement with Haywood Securities Inc. and SCP Resource Finance LP on their own behalf and on behalf of a syndicate of agents including Stifel Nicolaus Canada Inc. and Jett Capital Advisors LLC pursuant to which Verdera has launched a commercially reasonable efforts offering of subscription receipts of Verdera for aggregate gross proceeds of $20-million.

The offering will consist of 20 million subscription receipts at a price of $1.00 per subscription receipt. Verdera will also grant the agents an option to purchase up to an additional 15 per cent of the subscription receipts, exercisable in whole or in part, at any time up to 48 hours prior to the closing of the offering, for additional gross proceeds of up to an additional $3-million.

Upon satisfaction of applicable escrow release conditions, including without limitation, satisfaction of all necessary conditions precedent to complete the proposed transaction, each subscription receipt will be automatically exchanged for one common share of Verdera.

Verdera will pay the agents a commission of 5 per cent of the gross proceeds raised in the offering and will issue the agents broker warrants equivalent to 4 per cent 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.

At the closing of the offering, the gross proceeds of the offering, less 50 per cent of the agent's fee and the agent's expenses, will be placed into escrow pending satisfaction of the escrow release conditions. In the event the escrow release conditions are not satisfied within 90 days of the closing of the offering, subject to a one-time extension of 30 days if mutually agreed between the co-lead agents and Verdera, or the proposed transaction is otherwise terminated, the escrowed funds together with accrued interest earned thereon will be returned to the holders of the subscription receipts and the subscription receipts will be cancelled. To the extent that the escrowed funds are insufficient to refund 100 per cent of the purchase price of the subscription receipts to the holders thereof, Verdera shall be responsible for any shortfall.

Following release from escrow and completion of the proposed transaction, the company intends to use the net proceeds of the offering for exploration and advancement of the Crownpoint and Hosta Butte project including additional drilling, core drilling for metallurgical studies, community relations, advance engineering studies, in addition to maintaining a reserve for additional asset acquisitions related to current operations, and general corporate and working capital purposes.

A portion of the offering may be completed on a private placement basis through the issuance of POCML 7 shares at the issue price with appropriate adjustments for the share consolidation (see Nov. 3, 2025, news release for information on the consolidation) (the POCML 7 PP). The POCML 7 PP will be subject to a hold period expiring four month plus one day from the closing of the POCML 7 PP. Closing of the POCML 7 PP is not conditional on the closing of the proposed transaction.

Completion of the proposed transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance.

About Verdera Energy Corp.

Verdera Energy 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. (Nasdaq: EU TSX Venture Exchange: EU). Strategically positioned with mineral rights spanning approximately 400 square miles in the Grants uranium district, Verdera's principal asset is the Crownpoint and Hosta Butte project.

Verdera is committed to fostering strong community relations and promoting environmental stewardship. The company strives to collaborate closely with local communities and exclusively advance projects that can utilize the environmentally sound ISR uranium extraction technology.

We seek Safe Harbor.