Verdera Energy Corp. Sample Contracts
VERDERA ENERGY CORP. AND HAYWOOD SECURITIES INC. AND SCP RESOURCE FINANCE LP AND ODYSSEY TRUST COMPANY SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of Subscription Receipts Dated February 12, 2026Subscription Receipt Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
VERDERA ENERGY CORP., a corporation duly incorporated under the laws of the Province of British Columbia (the “Corporation”)
POCML 7 INC. AND VERDERA ENERGY CORP. AND HAYWOOD SECURITIES INC. AND SCP RESOURCE FINANCE LP AND ODYSSEY TRUST COMPANY SUBSCRIPTION RECEIPT AGREEMENT Providing for the Issue of Subscription Receipts Dated February 12, 2026Subscription Receipt Agreement • July 14th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
ODYSSEY TRUST COMPANY, a trust company authorized to carry on business in all provinces and territories of Canada (the “Subscription Receipt Agent”)
AGENCY AGREEMENTAgency Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
The undersigned, Haywood Securities Inc. (“Haywood”) and SCP Resource Finance LP (“SCP” and, together with Haywood, the “Lead Agents”), as co-lead agents, and Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together with the Lead Agents, the “Agents”), understand that Verdera Energy Corp. (the “Company”) and POCML 7 Inc. (“POCML7”) propose to create, offer, issue and sell, by way of private placement, (i) up to 20,000,000 subscription receipts of the Company (the “Verdera Subscription Receipts”), and (ii) up to 20,000,000 subscription receipts of POCML 7 (the “POCML7 Subscription Receipts” and collectively with the Verdera Subscription Receipts, the “Subscription Receipts”), at a price of $1.00 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of $20,000,000 (the “Offering”), subject to the terms and conditions of this Agreement. In addition, the Company and POCML7 hereby grant the Agents an option (the “Agents’ Option”) to sell, on behalf of the Com
POCML7 INC. AND 1564752 B.C. LTD. AND VERDERA ENERGY CORP. AMALGAMATION AGREEMENT November 25, 2025 AMALGAMATION AGREEMENTAmalgamation Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
POCML7 INC., a company incorporated under the laws of Ontario and having a registered office at 130 King St. West, Suite 2210, Toronto, Ontario, M5X 1E4 (“POCML7”)
POCML7 INC. AND 1564752 B.C. LTD. AND VERDERA ENERGY CORP. AMALGAMATION AGREEMENT November 25, 2025 AMALGAMATION AGREEMENTAmalgamation Agreement • July 14th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
POCML7 INC., a company incorporated under the laws of Ontario and having a registered office at 130 King St. West, Suite 2210, Toronto, Ontario, M5X 1E4 (“POCML7”)
April 4, 2025 VERDERA ENERGY CORP.Share Purchase Agreement • July 14th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 14th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 2025, is entered into by and between Verdera Energy Corp., a company existing under the laws of the Province of British Columbia (the “Company”) and enCore Energy Corp. (“enCore”).
AGENCY AGREEMENTAgency Agreement • July 14th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
The undersigned, Haywood Securities Inc. (“Haywood”) and SCP Resource Finance LP (“SCP” and, together with Haywood, the “Lead Agents”), as co-lead agents, and Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together with the Lead Agents, the “Agents”), understand that Verdera Energy Corp. (the “Company”) and POCML 7 Inc. (“POCML7”) propose to create, offer, issue and sell, by way of private placement, (i) up to 20,000,000 subscription receipts of the Company (the “Verdera Subscription Receipts”), and (ii) up to 20,000,000 subscription receipts of POCML 7 (the “POCML7 Subscription Receipts” and collectively with the Verdera Subscription Receipts, the “Subscription Receipts”), at a price of $1.00 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of $20,000,000 (the “Offering”), subject to the terms and conditions of this Agreement. In addition, the Company and POCML7 hereby grant the Agents an option (the “Agents’ Option”) to sell, on behalf of the Com
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 2025, is entered into by and between Verdera Energy Corp., a company existing under the laws of the Province of British Columbia (the “Company”) and enCore Energy Corp. (“enCore”).
ROYALTY DEEDRoyalty Deed • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores
This ROYALTY DEED (“Royalty Deed”), effective as of May 15, 2025 (the “Effective Date”), is given by Verdera Energy Corp., a corporation organized under the laws of the province of British Columbia (“Grantor”) whose address is 1200 – 750 West Pender Street, Vancouver, British Columbia V6T 2T8, to enCore Energy Corp., a corporation organized under the laws of British Columbia (“Grantee”), whose address is 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas, 78401 United States, (each a “party” and together “the parties”).
AMENDED AND RESTATED ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores
VERDERA ENERGY CORP., a corporation incorporated under the Corporations Act (British Columbia), with its registered office situated at #1200 – 750 West Pender Street, Vancouver, BC V6C 2T8
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • Ontario
WHEREAS the Advisor has and continues to provide certain advisory services, including strategic, structuring and financial advice to the Corporation with respect to its Qualifying Transaction on the terms and conditions hereof and the Corporation wishes to retain the services of the Advisor on the terms hereof;
VERDERA ENERGY CORP. -and- ENCORE ENERGY CORP. - and – NM ENERGY HOLDING CANADA CORP. SHARE PURCHASE AGREEMENT March 17, 2025 SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the covenants and mutual agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each of the Parties), the Parties hereby agree as follows:
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 14th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • Ontario
WHEREAS the Advisor has and continues to provide certain advisory services, including strategic, structuring and financial advice to the Corporation with respect to its Qualifying Transaction on the terms and conditions hereof and the Corporation wishes to retain the services of the Advisor on the terms hereof;
ROYALTY DEEDRoyalty Deed • July 14th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores
This ROYALTY DEED (“Royalty Deed”), effective as of May 15, 2025 (the “Effective Date”), is given by Verdera Energy Corp., a corporation organized under the laws of the province of British Columbia (“Grantor”) whose address is 1200 – 750 West Pender Street, Vancouver, British Columbia V6T 2T8, to enCore Energy Corp., a corporation organized under the laws of British Columbia (“Grantee”), whose address is 101 N. Shoreline Blvd, Suite 450, Corpus Christi, Texas, 78401 United States, (each a “party” and together “the parties”).
FORM 5D ESCROW AGREEMENTEscrow Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
This Agreement is being entered into by the Parties under Policy 5.4 – Capital Structure, Escrow and Resale Restrictions (the “Policy”) of the TSX Venture Exchange (the “Exchange”) in connection with a Qualifying Transaction (the “Transaction”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • British Columbia
In consideration of the agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:
April 4, 2025 VERDERA ENERGY CORP.Share Purchase Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores
AMENDED AND RESTATED ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • July 14th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores
VERDERA ENERGY CORP., a corporation incorporated under the Corporations Act (British Columbia), with its registered office situated at #1200 – 750 West Pender Street, Vancouver, BC V6C 2T8
FORM 2F CPC ESCROW AGREEMENTEscrow Agreement • April 30th, 2026 • Verdera Energy Corp. • Miscellaneous metal ores • Ontario
This Agreement is being entered into by the Parties under Exchange Policy 2.4 - Capital Pool Companies (the Policy) in connection with a listing of a Capital Pool Company on the TSX Venture Exchange (the Exchange).