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THIS NEWS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Verde AgriTech Ltd. (TSX: NPK,OTC:VNPKF | OTCQX: VNPKF) ("Verde" or the "Company") is pleased to announce a brokered private placement for aggregate gross proceeds of up to $4,500,000 (the "Offering"), consisting of up to 3,750,000 units of the Company ("Units") at a price of $1.20 per Unit (the "Offering Price"). The Offering will be conducted on a commercially reasonable "best efforts" basis by A.G.P. Canada Investments ULC, acting as lead agent and sole bookrunner (the "Agent") for the Offering.
Each Unit will consist of one ordinary share of the Company (each, a "Share") and one Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Share (a "Warrant Share") at a price of $1.65 for a period of 30 months after the Closing Date (as defined below).
The Units will be offered by way of the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Order"), in the provinces of Alberta, British Columbia and Ontario (the "Canadian Selling Jurisdictions"). Pursuant to NI 45-106 and the Order, the securities issued to purchasers resident in the Canadian Selling Jurisdictions under the Offering, including the Shares and the Warrants underlying the Units, and, upon exercise of the Warrants, the Warrant Shares, will not be subject to a hold period under applicable Canadian securities laws. The Company is relying on the exemptions in Part 5A of NI 45-106 and the Order, and is qualified to distribute securities in reliance on the exemptions included therein. The Units may also be issued in the United States pursuant to exemptions from registration requirements in Regulation D of the U.S. Securities Act of 1933, as amended, and offshore jurisdictions.
In connection with the Offering, the Agent will receive a cash commission equal to 6.0% of the gross proceeds of the Offering and the Company will issue to the Agent non-transferable warrants ("Broker Warrants") representing 3.0% of the aggregate number of Units sold pursuant to the Offering. Each Broker Warrant will entitle the holder to purchase one Share of the Company at a price of $1.65 for a period of 30 months from the closing of the Offering.
The Company intends to use the net proceeds raised from the Offering to accelerate work at its Minas Americas Global Alliance rare earth project in Minas Gerais, Brazil, including resource definition drilling, metallurgy optimization, and other technical de-risking required for a maiden National Instrument 43-101 – Standards of Disclosure for Mineral Projects mineral resource estimate and scoping level economics, and for working capital and general corporate purposes.
The Offering is expected to close on or about March 12, 2026, or such other date that is within 45 days from the date of this news release as mutually agreed upon by the Company and the Agent (the "Closing Date"). The Offering remains subject to certain conditions, including but not limited to the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange ("TSX").
There is an offering document related to the Offering (the "Offering Document") that will be made available under the Company's profile on SEDAR+ at www.sedarplus.ca. The Offering Document will also be made available on the Company's website at www.investor.verde.ag. Prospective investors should read this Offering Document before making an investment decision.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or under any U.S. state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.
About Verde AgriTech Ltd.
Verde AgriTech is a Brazil‑focused specialty fertilizer company listed on the TSX and OTCQX. The Company is advancing the Minas Americas Global Alliance rare earth project in Minas Gerais, Brazil, leveraging its operational platform and regional experience to accelerate exploration and technical de‑risking.
For additional information please contact:
Cristiano Veloso
Chief Executive Officer and Founder
Email: investor@verde.ag
Tel: +55 (31) 3245 0205
Forward-Looking Statements
This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, are forward-looking statements. In particular, this press release contains forward-looking information relating to, among other things, the Offering, the anticipated closing date of the Offering, the intended use of proceeds of the Offering, the TSX's approval of the Offering and the filing of the Offering Document. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, development and exploration successes, and continued availability of capital and financing and general economic, market or business conditions. These statements are based on a number of assumptions including, among other things, assumptions regarding general business and economic conditions; that the Company and other parties will be able to satisfy stock exchange and other regulatory requirements in a timely manner; that TSX approval will be granted in a timely manner subject only to standard conditions; that all conditions precedent to the completion of the Offering will be satisfied in a timely manner; the availability of financing for the Company's proposed programs on reasonable terms; and the ability of third party service providers to deliver services in a timely manner. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. The Company does not assume any obligation to update or revise its forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained in this release is qualified by these cautionary statements.
