VANCOUVER, BC — February 12, 2026 — Leads & Copy — Verdera Energy Corp. and POCML 7 Inc. (TSXV:POC.P) have finalized their previously announced offering of subscription receipts, raising $20 million. Verdera has reserved the ticker symbol “V” on the TSX Venture Exchange and anticipates trading will begin around February 24, 2026.
The offering was executed under an agency agreement involving Verdera, POCML7, Haywood Securities Inc., and SCP Resource Finance LP, acting as co-lead agents, along with Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC. The company issued 17,330,000 Verdera Subscription Receipts and 2,670,000 POCML7 Subscription Receipts at a price of $1.00 each.
The offering supports a proposed transaction that would constitute a Qualifying Transaction of POCML7 under TSX-V policies.
Upon meeting specific escrow release conditions, each Verdera and POCML7 Subscription Receipt will be exchanged for one common share of the resulting issuer, which will be named Verdera Energy Corp.
Verdera will pay the agents a total commission of $1,000,000, equivalent to 5% of the total gross proceeds from the offering. Half of this amount was paid upon the offering’s closing, while the remaining half is held in escrow pending the completion of the proposed transaction. Additionally, Verdera issued 800,000 broker subscription receipts to the agents, representing 4% of the total number of subscription receipts sold. Following the completion of the proposed transaction, these broker subscription receipts will be converted into broker warrants, each exercisable at $1.00 for 18 months from the closing date of the transaction.
The gross proceeds from the offering, after deducting 50% of the agent’s fee and expenses, are held in escrow by Odyssey Trust Company, as per the subscription receipt agreements dated February 12, 2026. These funds will be released upon meeting the escrow release conditions. Should these conditions not be met within 90 days of the offering’s closing, potentially extendable by 30 days with mutual agreement between the co-lead agents and Verdera, or if the proposed transaction is terminated, the escrowed funds, along with accrued interest, will be returned to the subscription receipt holders, and the subscription receipts will be cancelled. Verdera will cover any shortfall if the escrowed funds are insufficient to fully refund the purchase price of the subscription receipts.
The Company plans to use the net proceeds from the offering for exploration and development of the Crownpoint and Hosta Butte Project, including drilling, core drilling for metallurgical studies, community relations, and advance engineering studies. The funds will also maintain a reserve for asset acquisitions, general corporate and working capital purposes.
David D’Onofrio and Adam Parsons, directors of POCML7, participated in the offering for $200,000 and are considered related parties of POCML7 under Multilateral Instrument 61-101. POCML7 is relying on exemptions from formal valuation and minority shareholder approval requirements, as it is not listed on specified markets, and the fair market value of the subscription receipts issued does not exceed 25% of POCML7’s market capitalization.
POCML7 shareholders approved matters related to the proposed transaction, including the name change, consolidation, and board reconstitution, at their annual and special meeting on January 8, 2026. Verdera shareholders also approved the transaction by consent resolution. POCML7 received conditional approval from the TSX-V for the proposed transaction on January 22, 2026.
Concurrent with the proposed transaction’s closing, POCML7 intends to complete a non-brokered private placement of up to $400,000 through the issuance of Verdera Shares at the Issue Price. These shares will be subject to a hold period expiring four months plus one day from the closing of the private placement. The closing of the proposed transaction is not conditional on the closing of this private placement.
Additional details about the proposed transaction are available in the joint news releases dated November 3, 2025, and November 26, 2025. Further information will be available in POCML7’s filing statement, expected to be filed on SEDAR+ around February 13, 2026. Verdera and POCML will announce the scheduled closing date upon filing the filing statement and the trading date on the TSX-V.
Completion of the proposed transaction is subject to conditions, including final TSX-V acceptance.
This news release does not constitute an offer to sell securities in any jurisdiction where such an offer would be unlawful, including the United States. The securities have not been and will not be registered under the United States Securities Act of 1933 and may not be offered or sold within the United States or to U.S. Persons unless registered or exempt from registration.
Verdera Energy Corp. is focused on developing uranium assets in New Mexico. Verdera is advancing its In-Situ Recovery amendable uranium projects to meet the demand for domestic uranium in the United States and is backed by enCore Energy Corp. (Nasdaq: EU TSXV: EU). With mineral rights spanning approximately 400 square miles in the Grants Uranium District, Verdera’s main asset is the Crownpoint and Hosta Butte Project.
Verdera is committed to community relations and environmental stewardship and collaborates with local communities, advancing projects that utilize environmentally sound ISR uranium extraction technology.
About POCML 7 Inc.
Information concerning Verdera and POCML7 in this press release has been provided by each company respectively.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to TSX-V acceptance and completion of the various items described above as a requirement to closing the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Source: Verdera Energy Corp.
