0001104659-26-022355 Sample Contracts
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 • March 2nd, 2026 • POCML 7 Inc. • 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 • March 2nd, 2026 • POCML 7 Inc. • 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 • March 2nd, 2026 • POCML 7 Inc. • 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”)