Verde Files Registration Statement for Underwritten Public Offering and Applies for Nasdaq Uplisting

Rhea-AI Summary

Verde Resources (OTCQB: VRDR) filed a Form S-1 on Dec. 23, 2025 for a proposed underwritten public offering of common stock with anticipated gross proceeds of $5 million to $8 million. Verde also applied to list its common stock on Nasdaq, with the listing conditioned on and effective upon closing of the offering.

Verde said net proceeds would be used to:

• scale production and distribution of BioAsphalt™ in North America with partner Ergon Asphalt & Emulsions
• expand its licensing model into new markets
• fund R&D, including advancement of BioAsphalt™ for potential defense-related applications

The registration statement has been filed but is not yet effective; offers cannot be accepted until effectiveness.

Positive

• Proposed capital raise of $5–$8 million
• Nasdaq application signals intent to uplist upon closing
• Commercial scaling with Ergon Asphalt & Emulsions partnership

Negative

• Potential dilution from the $5–$8 million equity offering
• Offering not effective until SEC clears the registration statement
• Nasdaq listing conditioned on closing the offering

ST. LOUIS, Dec. 23, 2025 /PRNewswire/ -- Verde Resources Inc. (OTCQB: VRDR) (Verde), an emerging leader in environmentally sustainable infrastructure products and technologies, announced today that it has publicly filed a registration statement on Form S-1 with the U.S. Securities and Exchange Commission ("SEC") for a proposed underwritten public offering of its common stock with anticipated gross proceeds in the $5-$8 million range.

Additionally, Verde announced that in connection with the offering, it has applied to list its common stock on the The Nasdaq Stock Market.  Verde's Nasdaq listing would be effective upon, and a condition to, the closing of such offering.

Verde intends to use the net proceeds from the offering to accelerate several strategic growth initiatives, including:

• Scaling production and distribution of its BioAsphalt™ technology in North America with its commercial partner, Ergon Asphalt & Emulsions, Inc.;
• Expanding its licensing model to establish commercial partnerships in new markets and in other regions around the world; and
• Engaging in research and development to deliver technologies and products that address critical environmental challenges, including continued advancement of BioAsphalt™ to enable potential national security and defense-related applications.

A registration statement relating to Verde's proposed underwritten offering has been filed with the Securities and Exchange Commission but has not yet become effective.  The shares of Verde common stock subject to such offering may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any securities of Verde, nor shall there be any sale of any such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

About Verde Resources Inc.:

Verde Resources Inc. (OTCQB: VRDR) is an emerging leader in environmentally sustainable infrastructure products and technologies, specializing in innovative and cost-effective solutions to help the industry seamlessly #TransitionToZero™. By integrating proprietary technologies with sustainable practices, Verde is at the forefront of creating low-carbon materials for infrastructure worldwide.

Verde is driving transformation in a sector long overdue for change. Its approach reduces greenhouse gas emissions, sequesters carbon dioxide, optimizes the use of native soils and recycled materials, accelerates installation, and improves overall efficiency, all while lowering costs.

For more information, please visit https://www.verderesources.com

Cautionary Note Regarding Forward Looking Statements

This press release and statements of Verde's management made in connection with the matters addressed by this press release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company's expectations, projections, and potential future developments. These statements are subject to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Forward-looking statements involve significant known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially and adversely from those expressed or implied. In some cases, forward-looking statements can be identified by words such as "may," "will," "expect," "plan," "believe," "estimate," "anticipate," "project," "seek," "propose," "intend," or similar expressions.  In this press release, forward looking statements include those related to (i) Verde's plans to expand the applications of its Bio-Asphalt™ technology, (ii) the Company's plans to commercialize its products including its partnership with Ergon, (iii) the company's plans for an underwritten public offering of its common stock, and (iv) Verde's plans to uplist its common stock to the Nasdaq Stock Market.  These and other statements are based on current expectations and speak only as of the date of this release.

A non-exclusive list of risks and uncertainties that could cause the forward-looking statements herein to differ from future results include, without limitation: (i) the risk that Verde will not be able to expand the applications and market acceptance of its Bio-Asphalt™ technology, (ii) risks resulting from Verde's dependence on Ergon as Verde's exclusive North American distributor, (iii) the risk that the contemplated underwritten offering may not be consummated on terms beneficial to Verde, or at all and (iv) the risk that the Company may not be able to complete its uplisting to the Nasdaq Stock Market.  Other important factors that could cause actual results to differ materially from those in the forward-looking statements include those contained in the Verde's filings with the SEC, which can be accessed here. 

Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements contained herein. Except as required by applicable law, Verde does not plan to publicly update or revise any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise. Readers are also cautioned that the listing of Verde's common stock on The Nasdaq Stock Market remains subject to approval by Nasdaq and the satisfaction of all applicable listing and regulatory requirements. No assurance can be given that Verde's common stock will ultimately be listed on The Nasdaq Stock Market. During the Nasdaq review process, Verde's common stock will continue to trade on the OTCQB under the current symbol: "VRDR".

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SOURCE Verde Resources Inc.

FAQ

How much is Verde (VRDR) seeking to raise in the Dec. 23, 2025 offering?

Verde announced anticipated gross proceeds of $5 million to $8 million from the proposed offering.

Is Verde (VRDR) applying to list on Nasdaq with the offering?

Yes. Verde applied to list its common stock on Nasdaq, and the listing would be effective upon closing of the offering.

What will Verde (VRDR) use the net proceeds for from the offering?

Net proceeds are planned to scale BioAsphalt™ production, expand licensing into new markets, and fund R&D.

Can investors buy Verde (VRDR) shares now based on the registration filing?

No. The registration statement has been filed but is not yet effective, so offers cannot be accepted until effectiveness.

Does Verde (VRDR) have a commercial partner for BioAsphalt™ scaling?

Yes. Verde plans to scale BioAsphalt™ in North America with commercial partner Ergon Asphalt & Emulsions.

Will Verde (VRDR) pursue defense-related applications with the offering proceeds?

Verde said some R&D funding will support continued advancement of BioAsphalt™ for potential national security and defense-related applications.