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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 the closing of a brokered private placement with majority subscribed by a leading resources institutional investor, previously announced on March 2, 2026, for aggregate gross proceeds of $4,500,000 (the "Offering"), consisting of 3,750,000 units of the Company ("Units") issued at a price of $1.20 per Unit (the "Offering Price"). The Offering was conducted on a commercially reasonable "best efforts" basis by A.G.P. Canada Investments ULC, acting as lead agent and sole bookrunner (the "Agent"), with A.G.P.Alliance Global Partners acting as U.S. Placement Agent.
Each Unit consists of one ordinary share of the Company (each, a "Share") and one Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Share (a "Warrant Share") at a price of $1.65 per Share for a period of 30 months after the date of this news release (the "Closing Date"), subject to adjustment in certain events.
The Units were 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, are not 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.
In connection with the Offering, the Agent received a cash commission equal to 6.0% of the gross proceeds of the Offering and the Company issued 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 entitles the holder to purchase one Share of the Company at a price of $1.65 per Share for a period of 30 months from the Closing Date, subject to adjustment in certain events. The Broker Warrants are subject to a hold period of four months and one day under applicable Canadian securities laws.
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 remains subject to the final approval of the Toronto Stock Exchange ("TSX").
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 the intended use of proceeds of the Offering, and the final approval of TSX in respect of the Offering. 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 general risks relating to fluctuations in market prices and economic, market and business conditions, general risks inherent to the exploration activities anticipated to be conducted using the proceeds of the Offering, and counterparty risk relating to services contracted by the Company. These statements are based on a number of assumptions including, among other things, assumptions regarding the sufficiency and use of proceeds from the Offering for their intended purpose, general business and economic conditions; that TSX final approval will be granted as expected; 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.
