Verdera Energy sets October 19 annual meeting
A proposed plan would permit three award types beyond options, while enCore’s intended share distribution remains conditional on stated requirements and SEC effectiveness.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Verdera Energy Corp. has scheduled its annual general meeting for October 19, 2026. Shareholders will consider electing six directors, appointing De Visser Gray LLP as auditor, and ratifying the 2026 Equity Incentive Plan (LTIP); four of the six nominees are identified as independent.
The proposed LTIP would replace the stock option plan and permit options, restricted share units, performance share units and deferred share units. Awards are capped at 10% of issued and outstanding common shares on a rolling, non-diluted basis when granted, and the LTIP remains subject to shareholder ratification.
Verdera reported 75,782,993 common shares and 35,000,000 non-voting Class A Preferred Shares outstanding as of September 8, 2026. The 35,000,000 preferred shares held by enCore are expected to convert into the same number of common shares immediately before the record date enCore sets for a special distribution. The distribution is subject to applicable conditions, and enCore may proceed after the resale registration statement is declared effective by the SEC. As of March 31, 2026, 7,346,000 securities were issuable under outstanding options and rights, and 299,799 securities remained available for future issuance.
Filing Explained
Verdera says it assumed CEO Janet Lee-Sheriff’s agreement after its qualifying transaction; it sets annual base pay at
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of September 2026
Commission File Number 333-295440
Verdera
Energy Corp.
(Translation of registrant’s name into English)
#250 – 750 West Pender St.
Vancouver, British Columbia, V6C 2T7, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40F:
Form 20-F ☒ Form 40-F ☐
The following documents are being submitted herewith:
| Exhibit | Description | |
| 99.1 | Notice of Annual General Meeting and Management Information Circular dated September 8, 2026 | |
| 99.2 | Notice and Access Notification for 2026 Annual General Meeting | |
| 99.3 | Form of Proxy and Financial Statements Request Form for 2026 Annual General Meeting | |
| 99.4 | News Release dated September 15, 2026 | |
| 99.5 | News Release dated September 17, 2026 | |
| 99.6 | News Release dated September 24, 2026 | |
| 99.7 | News Release dated September 24, 2026 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Verdera Energy Corp. | ||
| (Registrant) | ||
| Date: September 30, 2026 | By: | /s/ Janet Lee-Sheriff |
| Name: | Janet Lee-Sheriff | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
VERDERA ENERGY CORP.
NOTICE OF MEETING
AND
MANAGEMENT INFORMATION CIRCULAR
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 19 , 2026
SEPTEMBER 8 , 2026
VERDERA ENERGY CORP.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual general m eeting (the “ Meeting ” ) of the holders (the
“ Shareholders ” ) of common shares ( “ Common Shares ” ) of Verdera Energy Corp. (the “ Corporation ” ) will
be held at 1200 - 750 W. Pender Street Vancouver, British Columbia, V6C 2T8, Canada on October 19 ,
2026, at 10:00 a.m. ( Pacific time). The purpose of the Meeting is for the Shareholders to:
1. to receive and consider the audited financial statements of the Corporation for the fiscal year ended
March 31, 2026, together with the report s of the auditors thereon ;
2. to elect the directors of the Corporation for the ensuing year ;
3. to appoint De V isser Gray LLP as the auditor of the Corporation for the ensuing year and to
authorize the directors to fix the remuneration to be paid to the auditor ;
4. to consider and, if deemed advisable, pass an ordinary resolution ratifying, confirming and
approving the Corporation's 2026 Equity Incentive Plan, as more particularly described in the
accompanying Circular, a copy of which is available at the records office of the Corporation as
described in the Circular ; and
5. to transact such other business as may properly be brought before the Meeting, or at any
adjournment thereof.
The nature of the business to be transacted at the Meeting is described in further detail in the management
information circular dated September 8 , 2026 (the “ Circular ”).
The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the
Meeting or any adjournmen ts or postponements thereof is September 8 , 2026 (the “ Record Date ” ).
Shareholders whose names have been entered in the register of shareholders at the close of business on
the Record Date will be entitled to receive notice of, and to vote at , the Meeting or any adjournments or
postponements thereof.
The Corporation has elected to use the notice - and - access provisions adopted by the Canadian Securities
Administrators (“ Notice - and - Access ”) to distribute proxy - related materials to Shareholders. Notice - and -
Access is a set of rules that allow reporting issuers to post electronic versions of proxy - related materials on
SEDAR+ and on one additional website, rather than mailing paper copies to S hareholders. The use of
Notice - and - Access will reduce the Corporation’s printing and mailing costs and is more environmentally
friendly as it will help to reduce paper use. Shareholders have the right to request hard copies of any
materials posted online b y the Corporation under Notice - and - Access. The Corporation will not use
procedures known as “stratification” in relation to the use of the Notice - and - Access provisions. Meeting
materials, including the Circular, are available under the Corporation’s SEDAR+ profile at
www.sedarplus.ca and at https://verderauranium.com/ . Shareholders may also obtain paper copies of the
Circular, financial statements and the management discussion and analysis free of charge upon request to
the Secretary of the Corporation.
Shareholders are entitled to vote at the Meeting either in person or by proxy , in accordance with the
procedures described in the Circular accompanying this notice. The Corporation encourages all
S hareholders to vote by proxy in advance of the Meeting. If you are a registered Shareholder, please date
and execute the accompanying form of proxy and return it in the envelope provided to Uplisting Advisory
Services Inc., 100 King Street West, Suite 5700, Toronto, ON M5X 1C7 or by email to
voteproxy@uplistadvisory.com , by no later than 10:00 a .m. ( Pacific time) on October 15 , 2026 , or two
business days preceding the date of any adjournment or postponement. If you are not a registered
Shareholder and receive these materials through your broker or through another intermediary, please
complete and return the form of proxy or voting instruction form in accordance with the instructions provided
to you by your broker or by the other intermediary.
Registered shareholders and duly appointed proxy holders may attend the Meeting virtually by contacting
Uplisting Advisory Services Inc. at voteproxy@uplistadvisory.com or 1 - 855 - UPLIST - 1 to obtain a meeting
link that will permit them to attend the Meeting virtually . Please note that if you plan to attend the Meeting
virtually , you must vote your securities using the method set out in the accompanying Proxy or VIF. Due to
issues related to the verification of Shareholder identity, those attending the Meeting virtually will not be
permitted to vote at the Meeting .
T o ensure a smooth process, the Co rporation is asking registered participants to log in by 9 :45 a.m. ( Pacific
time) on October 19 , 2026.
SHAREHOLDERS ARE REMINDED TO REVIEW THE MANAGEMENT INFORMATION CIRCULAR
BEFORE VOTING.
DATED at Vancouver , British Columbia this 8 th day of September , 2026 .
BY ORDER OF THE BOARD OF DIRECTORS
(signed) “ Janet Lee - She r iff ”
Janet Lee - Sheriff
Chief Executive Officer & Director
2
VERDERA ENERGY CORP.
MANAGEMENT INFORMATION CIRCULAR
This management information circular (the “ Circular ” ) is furnished in connection with the solicitation by the
management of Verdera Energy Corp. (the “ Corporation ” ) of proxies to be used at an annual general
meeting (the “ Meeting ” ), or any adjournment thereof, of the holders (the “ Shareholders ” ) of common
shares ( “ Common Shares ” ) of the Corporation, to be held at 1200 - 750 W. Pender Street Vancouver, British
Columbia, V6C 2T8, Canada o n October 19 , 2026 , at 10 :00 a.m. . ( Pacific time), for the purposes set forth
in the notice of meeting (“ Notice of Meeting ”) and in this Circular. References in the Circular to the Meeting
include any adjournment(s) or postponement(s) thereof.
Except where otherwise indicated, the information co ntained herein is stated as o f September 8 , 2026 .
GENERAL INFORMATION RESPECTING THE MEETING
The enclosed form of proxy is being solicited by or on behalf of the management of the Corporation . The
mailing to Shareholders of this Circular will be on or about September 1 8 , 202 6 . The cost of soliciting
proxies will be borne by the Corporation . While most proxies will be solicited by mail only, regular employees
of the Corporation may also solicit proxies by telephone or in person. Such employees will receive no
additional compensation for these services other than their regular salaries but will be reimbursed for their
reasonable expenses.
The Corporation will provide proxy materials to brokers, custodians, nominees and fiduciaries and will
request that such materials be promptly forwarded to the beneficial owners of Common Shares registered
in the names of such brokers, custodians, nominees and fiduciarie s. The Corporation will reimburse
brokers, custodians, nominees and fiduciaries for their reasonable charges and expenses incurred in
forwarding proxy materials to beneficial owners of Common Shares.
All duly completed and executed forms of proxy must be received by Uplisting Advisory Services Inc. , by
no later than 10:00 a .m. ( Pacific time) on October 15, 2026, or two business days preceding the date of
any adjournment(s) or postponement(s). The Corporation may refuse to recognize any form of proxy
received after such time.
In this Circular, unless otherwise indicated, all dollar amounts “$” are expressed in Canadian dollars.
NOTICE - AND - ACCESS
The Corporation is availing itself of the “notice - and - access” provisions adopted by the Canadian Securities
Administrators (“ Notice - and - Access ”) that permit the Corporation to forego mailing paper copies of this
Circular and proxy - related materials to Shareholders and instead make them available for review, print and
download via the internet. Both registered Shareholders and non - registered Shar eholders will receive a
notice package (the “ Notice Package ”) that will include the notice of Meeting and either a form of proxy or
a voting instruction form, as applicable (collectively, the “ Meeting Materials ”). The Corporation has adopted
the Notice - and - Access delivery process to further its commitment to environmental sustainability and to
reduce its printing and mailing costs.
In accordance with the requirements of National Instrument 54 - 101 – Communication with Beneficial
Owners of Securities of a Reporting Issuer (“ NI 54 - 101 ”), the Corporation is not sending the Notice
Packages directly to non - registered Shareholders , including non - objecting beneficial owners (“ NOBOs ”) .
Rather, the Corporation is sending the Notice Packages to non - registered Shareholders, including NOBOs,
indirectly through intermediaries and clearing agencies. Intermediaries are required to forward the Notice
Package to non - registered Shareholders unless a non - registered Shareholder has waived the right to
receive the Meeting Materials. Typically, intermediaries will use a service company to forward the Notice
Package to non - registered Shareholders. The Corporation is not assuming the cost of delivery of the Notice
Package to objecting beneficial owners (“ OBOs ”) and, as such, OBOs will not receive the Notice Package
unless their intermediary assumes the cost of delivery . Registered Shareholders with existing instructions
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on their account to receive printed materials will receive a printed copy of the Meeting Materials with the
Notice Package. The Corporation will not use procedures known as “stratification” in relation to the use of
the Notice-and-Access provisions.
Meeting Materials can be accessed under the Corporation’s SEDAR+ profile at www.sedarplus.ca and at
https://verderauranium.com/. Shareholders may request that printed copies of the Meeting Materials be
sent to them by postal delivery at no cost to them up to one year from the date this Circular is filed on
SEDAR+ by contacting the Corporation directly.
APPOINTMENT, VOTING AND REVOCATION OF PROXIES
Appointment of Proxy Holders
Any Shareholder has the right to appoint a person (who need not be a Shareholder) other than the
persons designated in the enclosed form of proxy to attend and to vote and act for and on behalf
of such person at the Meeting. In order to do so the Shareholder may insert the name of such person in
the blank space provided in the form of proxy or may use another appropriate form of proxy. The board of
directors of the Corporation (the “ Board ”) has fixed the close of business on September 8, 2026 as the
record date, being the date for the determination of the registered Shareholders entitled to receive notice
of, and to vote at, the Meeting. To be effective, all duly completed and executed proxies must be deposited
at the offices of Uplisting Advisory Services Inc.,100 King Street West, Toronto, ON M5X 1C7 or by email
to voteproxy@uplistadvisory.com, not later than 48 hours (excluding Saturdays, Sundays and holidays)
prior to the Meeting or any adjournment(s) or postponement(s) thereof. The Corporation may refuse to
recognize any instrument of proxy received after such time.
A Shareholder forwarding the enclosed form of proxy may indicate the manner in which the appointee is to
vote with respect to any specific item by checking the appropriate space. If the Shareholder giving the proxy
wishes to confer a discretionary authority with respect to any item of business, then the space opposite the
item is to be left blank. The Common Shares represented by the form of proxy submitted by a Shareholder
will be voted or withheld from voting in accordance with the directions, if any, given in the form of proxy.
To be valid, a form of proxy must be executed by a Shareholder or a Shareholder’s attorney duly authorized
in writing or, if the Shareholder is a body corporate, under its corporate seal or, by a duly authorized officer
or attorney.
Voting of Proxies
All Common Shares represented by a properly executed and deposited proxy will be voted or withheld from
voting on the matters identified in the Notice of Meeting in accordance with the instructions of the
Shareholder as specified thereon. In the absence of such direction, such Common Shares will be
voted in favour of the matters set out herein.
The form of proxy confers discretionary authority on the persons named in it with respect to amendments
or variations to matters identified in the Notice of Meeting or other matters that may properly come before
the Meeting. As of the date hereof, management of the Corporation is not aware of any such
amendments, variations or other matters which may come before the Meeting. In the event that other
matters come before the Meeting, the management designees intend to vote in accordance with the
judgment of management of the Corporation.
Revocation of Proxies
A proxy given pursuant to this solicitation may be revoked at any time prior to its use. A Shareholder who
has given a proxy may revoke the proxy at any time prior to use by:
(i) completing and signing a proxy bearing a later date and depositing it with the Corporation
at the address provided herein at any time up to and including the last business day
preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof;
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(ii) depositing an instrument in writing executed by such Shareholder or by his or her attorney
duly authorized in writing, or, if the Shareholder is a body corporate, by a duly authorized officer
or attorney, at any time up to and including the last business day preceding the day of the Meeting
or any adjournment(s) or postponement(s) thereof, or with the chairperson of the Meeting on the
day of the Meeting or any adjournment(s) or postponement(s) thereof; or
(iii) in any other manner permitted by law.
Such instrument will not be effective with respect to any matter on which a vote has already been cast
pursuant to such proxy.
Voting by Registered Shareholders
Registered Shareholders are Shareholders who hold their Common Shares in their own name. Registered
Shareholders will have received a proxy form in their own name and may vote by returning the form of
proxy received from the Corporation by mail or hand delivery. Alternatively, Registered Shareholders may
elect to submit a form of proxy via the Internet. Registered Shareholders electing to vote via the Internet
must follow the instructions included in the form of proxy received from the Corporation.
Voting by Non - Registered/Beneficial Shareholders
The information set forth in this section is of significant importance to many Shareholders as a
substantial number of Shareholders do not hold their Common Shares in their own name and are
considered non - registered beneficial Shareholders. Only registered Shareholders or the persons they
appoint as their proxies are permitted to vote at the Meeting. Most Shareholders are “non - registered”
Shareholders (“ Non - Registered Shareholders ”) because the Common Shares they own are not
registered in their names but are instead registered in the name of the brokerage firm, bank or trust
company through which they purchased the Common Shares. Common Shares beneficially owned by a
Non-Registered Shareholder are registered either: (i) in the name of an intermediary (“ Intermediary ”)
(including, among others, banks, trust companies, securities dealers, brokers and trustees or administrators
or self-administered RRSPs, RRIFs, RESPs, TFSAs and similar plans) that the Non-Registered
Shareholder deals with in respect of the Common Shares; or (ii) in the name of a clearing agency (such as
CDS Clearing and Depository Services Inc. (“ CDS ”) of which the Intermediary is a participant. Non -
Registered Holders should note that only proxies deposited by Shareholders whose names appear on the
records of the Corporation as the registered holders of Common Shares can be recognized and acted upon
at the Meeting. In accordance with applicable securities law requirements, the Corporation will have
distributed copies of the Meeting Materials to the clearing agencies and Non-Registered Shareholders, or
Intermediaries for onward distribution to Non-Registered Shareholders, as applicable. If you are a Non-
Registered Holder, your Intermediary will be the entity legally entitled to vote your Common Shares at the
Meeting. Common Shares held by an Intermediary can only be voted upon the instructions of the Non-
Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Common Shares.
Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-
Registered Shareholder has waived the right to receive them. Intermediaries often use service companies
to forward the Meeting Materials to Non-Registered Shareholders. Generally, Non-Registered
Shareholders who have not waived the right to receive Meeting Materials will either:
(i) be given a voting instruction form which is not signed by the Intermediary and which, when
properly completed and signed by the Non-Registered Shareholder and returned to the
Intermediary or its service company , will constitute voting instructions (often called a “ voting
instruction form ” ) which the Intermediary must follow. Typically, the voting instruction form
will consist of a one-page pre-printed form. The majority of brokers now delegate responsibility
for obtaining instructions from clients to Broadridge Financial Solutions, Inc. ( “ Broadridge ” ) in
Canada. Broadridge typically prepares a machine-readable voting instruction form, mails those
forms to Non-Registered Shareholders and asks Non-Registered Shareholders to return the
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forms to Broadridge or otherwise communicate voting instructions to Broadridge (by way of the
Internet or telephone, for example). Broadridge then tabulates the results of all instructions
received and provides appropriate instructions respecting the voting of the shares to be
represented at the Meeting. Sometimes, instead of the one - page pre - printed form, the voting
instruction form will consist of a regular printed proxy form accompanied by a page of
instructions which contains a removable label with a bar - code and other information. In order
for this form of proxy to validly constitute a voting instruction form, the Non - Registered
Shareholder must remove the label from the instructions and affix it to the form of proxy,
properly complete and sign the form of proxy and submit it to the Intermediary or its service
company in accordance wit h the instructions of the Intermediary or its service company. A Non -
Registered Shareholder who receives a voting instruction form cannot use that form to
vote his or her Common Shares at the Meeting ; or
(ii) be given a form of proxy which has already been signed by the Intermediary (typically by a
facsimile, stamped signature), which is restricted as to the number of shares beneficially owned
by the Non - Registered Shareholder but which is otherwise not completed by the Intermediary.
Because the Intermediary has already signed the fo rm of proxy, this form of proxy is not
required to be signed by the Non - Registered Shareholder when submitting the proxy. In this
case, the Non - Registered Shareholder who wishes to submit a proxy should properly complete
the form of proxy and deposit it wi th Uplisting Advisory Services Inc.
In either case, the purpose of these procedures is to permit Non - Registered Shareholders to direct the
voting of the Common Shares they beneficially own. Should a Non - Registered Shareholder who receives
one of the above forms wish to vote at the Meeting, o r any adjournment(s) or postponement(s) thereof, or
to have another person attend and vote on behalf of the Non - Registered Shareholder, the Non - Registered
Shareholder should strike out the person ’ s named in the voting instruction form and insert the Non -
Registered Shareholder or such other person ’ s name in the blank space provided. In either case, Non -
Registered Shareholders should carefully follow the instructions of their Intermediary, including
those regarding when and where the voting instruction form is to be delivered.
A Non - Registered Shareholder may revoke a voting instruction form or a waiver of the right to receive
Meeting Materials and to vote which has been given to an Intermediary at any time by written notice to the
Intermediary provided that an Intermediary is n ot required to act on a revocation of a voting instruction form
or of a waiver of the right to receive Meeting Materials and to vote, which is not received by the Intermediary
at least seven (7) days prior to the Meeting.
Registered shareholders and duly appointed proxy holders may attend the Meeting virtually by contacting
Uplisting Advisory Services Inc. at voteproxy@uplistadvisory.com or 1 - 855 - UPLIST - 1 to obtain a meeting
link that will permit them to attend the Meeting virtually. Please note that if you plan to attend the Meeting
virtually, you must vote your securities using the method set out in the accompanying Proxy or VIF. Due to
issues related to the verification of Shareholder identity, those attending the Meeting virtually will not be
permitted to vote at the Meeting.
To ensure a smooth process, the Corporation is asking registered participants to log in by 9:45 a.m. (Pacific
time) on October 19, 2026.
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
Except as described elsewhere in this Circular, management of the Corporation is not aware of any material
interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of (a) any director or
executive officer of the Corporation who has held such position at any time since the beginning of the
Corporation ’ s last financial year, (b) any proposed nominee for election as a director of the Corporation,
and (c) any associates or affiliates of any of the persons or companies listed in (a) and (b), in any matter to
be acted on at the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES
The authorized share capital of the Corporation consists of an unlimited number of Common Share s without
par value and an unlimited number of Class A Preferred Shares without par value . As at the date hereof,
there are 75,782,993 Common Shares issued and outstanding , each of which entitles the holder thereof to
one vote at meetings of the Shareholders. As at the date hereof, there are 35,000,000 Class A Preferred
Shares issued and outstanding. Holders of the Class A Preferred Shares are not entitled to receive notice
of or vote at the Meeting. The Common Shares of the Corporation trade on the TSX Venture Exchange (the
“ TSXV ” or the “ Exchange ”) under the symbol “ V ” and on the OTCQB under the symbol “ VUECF ”.
The record date for the determination of Shareholders entitled to receive notice of the Meeting has been
fixed a t September 8 , 2026 (the “ Record Date ” ). All such holders of record of Common Shares on the
Record Date are entitled to either attend the Meeting and vote their Common Shares in person, or, provided
that a completed and executed proxy shall have been delivered to Uplisting Advisory Services Inc. within
the time specified in the N otice of M eeting, to attend the Meeting and vote their Common Shares by proxy.
To the knowledge of the directors and officers of the Corporation, as at the date of this Circular, no person
or corporation beneficially owns, directly or indirectly, or exercises control or direction over, voting securities
of the Corporation carrying mo re than 10% of the voting rights attached to any class of voting securities of
the Corporation, other than other than as set out below:
Name of Shareholder Number of Common Shares (1)(2) Percentage of Common Shares (1)(2)
enCore Energy Corp. (3) 15,000 ,000 19.79
Pasquale DiCapo 8,595,955 (4) 11.8 2
Notes:
(1) The information as to Common Shares beneficially owned, controlled or directed, not being within the knowledge of the
Corporation, has been obtained by the Corporation from publicly disclosed infor mation and/or furnished by the relevant
shareholder.
(2) On a non - diluted basis.
(3) In addition to the 15,000,000 Common Shares set out above, enCore Energy Corp. (“ enCore ”) beneficially owns 35,000,000
Class A Preferred Shares of the Corporation. The Class A Preferred Shares are non - voting and are not included in the
calculation of enCore’s percentage ownership of the outstanding Common Shares set out above. Pursuant to th e terms of the
Class A Preferred Shares and the arrangements between the Corporation and enCore, the Class A Preferred Shares are
expected to convert into 35,000,000 Common Shares immediately prior to the record date established by enCore for a special
dis tribution of such Common Shares to the holders of enCore common shares. Following such conversion, the resulting
Common Shares are intended to be distributed by enCore to its shareholders on a pro rata basis, subject to the satisfaction o f
the applicable c onditions to the distribution.
(4) 3,250,000 Common Shares are held through 1000929921 Ontario Inc., and 5,345,955 Common Shares are held through
PowerOne Capital Corp.
QUORUM
Subject to the special rights and restrictions attached to the shares of any class or series of shares, the
quorum for the transaction of business at the M eeting of S hareholders is one person who is a shareholder,
or who is otherwise permitted to vote shares of the Corporation at the M eeting of S hareholders pursuant to
the Corporation’s A rticles, present in person or by proxy.
BUSINESS OF THE MEETING
To the knowledge of the Board , the only matters to be brought before the Meeting are those matters set
forth in the Notice of Meeting.
1 . Receipt of the Financial Statements and Auditors’ Report
The audited financial statements of the Corporation for the year ended March 31, 202 6, together with the
report of the auditors thereon , will be placed before the Shareholders at the Meeting.
Under National Instrument 51 - 102 - Continuous Disclosure Obligations (“ NI 51 - 102 ”), a person or
corporation who in the future wishes to receive financial statements from the Corporation must deliver a
written request for such material to the Corporation, together with a signed statement that the person or
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corporation is the owner of securities (other than debt instruments) of the Corporation. Shareholders who
wish to receive financial statements are encouraged to send the enclosed return card, together with the
completed form of proxy to the Corporation . Copies of the Corporation’s annual and interim financial
statements are also available on SEDAR + at www.sedarplus.ca .
2. Election of Directors
The Corporation ’ s Articles provide for a variable number of directors, set at the greater of three and the
number most recently fixed by ordinary resolution of the Shareholders or as otherwise determined in
accordance with the Articles. The Corporation proposes to fix the number of directors of the Corporation at
six and to nominate the persons listed below for election as directors. At the Meeting, the Shareholders will
be asked to consider, and, if thought fit, approve with or without variation a resolution electing six directors
to the Board, to serve until the next annual meeting of Shareholders or until their successors are elected or
appointed. In order to be effective, this resolution requires the approval of not less than 50% plus one of
the votes cast by Shareholders represented at the Meeting in person or by proxy.
Pursuant to the advance notice provisions contained in the Corporation’s Articles (the “ Advance Notice
Provisions ”), the Board has determined that notice of nominations of persons for election to the Board at
the Meeting must be made following the requirements of such Advance Notice Provisions. To the date of
this Circular, the Corporation has not received notice of a nomination in compliance with the Articles and,
subject to the timely receipt of any such nomination, any nominations other than nominations by or at the
direction of the Board or an authorized officer of the Corporation will be disregarded at the Meetin g.
Shareholders have the option to (i) vote for all of the directors of the Corporation listed in the table below;
(ii) vote for some of the directors and withhold for others; or (iii) withhold for all of the directors. Unless
otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the
management of the Corporation will be voted FOR the election of each of the proposed nominees
set forth in the table below.
Management has no reason to believe that any of the nominees will be unable to serve as a director but if
that should occur for any reason prior to the Meeting, it is intended that discretionary authority shall be
exercised by the persons named in the proxy to vote the proxy for the election of any other person or
persons in place of any nominee or nom inees unable to serve.
The following table states the name of each person nominated by management for election as directors,
such person ’ s principal occupation or employment, period of service as a director of the Corporation , and
the approximate number of voting securities of the Corporation that such person beneficially own s, or over
which such person exercises direction or control:
Name, and Common Shares
Province and Country Principal Occupation During the Last Director Owned or
of Residence Five Years (1) Since Controlled ( 1)
William Sheriff Executive Chairman Verdera Energy Corp. February 26, 930,000
British Columbia, (2026 to Present); Executive Chairman, 2026
Canada enCore Energy Corp. (2019 to March 2026;
April 2026 - Present); Executive Chairman,
Manhattan Metals Corp. (2026 - Current)
Janet Lee - Sheriff President & Chief Executive Officer, February 20, 800,000
British Columbia, Verdera Energy Corp 2026
Canada
Mark Pelizza (2) (3) (4) Principal of M.S. Pelizza & Associates February 20, 350,000
Texas, USA 2026
Gregory Hayes (2) (3) (4) Self - employed February 20, 40,000
Alberta , Canada Former Chief Financial Officer, Soma Gold 2026
Corp. (April 2026)
Kevin Bambrough (2) (3) (4) Chief Executive Officer of Energetic Media February 20, 1,100,000
Ontario, Canada Inc. since 2024 and Chief Investment 2026
Officer of WoodsWater Capital Inc., since
2014.
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Name, and Common Shares
Province and Country Principal Occupation During the Last Director Owned or
of Residence Five Years (1) Since Controlled ( 1)
Jon Indall (2) (4) Retired February 20, 3,000
New Mexico, USA 2026
Biographical Notes for Director Nominees:
William Sheriff – Executive Chair and Director
William Sheriff has served as our Executive Chair and director since February 26, 2026. Mr. Sheriff is an
entrepreneur with over 40 years of experience in the minerals industry and the securities industry. Mr.
Sheriff was the founder and Executive Chairman of enCore Energy Corp. (from October 2009 to March
2026 and again from April 2026 to present) where he advanced the company from inception to a uranium
producer with a multijurisdictional United States asset base. Mr. Sheriff has raised over $600 million in the
public markets and has extensive experience in mergers and acquisitions. A pioneer in the uranium
renaissance, he cofounded and served as Chairman of Energy Metals Corp. (from 2005-2008), compiling
the largest domestic uranium resource base in U.S. history before the company was sold for $1.8 billion in
2007. Mr. Sheriff also has a significant interest in the gold exploration sector with personal and corporate
gold exploration assets across the United States and Canada. Mr. Sheriff holds a B.Sc. degree (Geology)
from Fort Lewis College, Colorado and an MSc in Mining Geology from the University of Texas-El, Paso.
He has compiled one of the largest privately held mining databases in the world, providing affiliated
companies with access to proprietary technical information. Mr. Sheriff has also served in numerous
executive and director roles across the mining and exploration sectors, including as chairman and director
of Golden Predator Mining Corp. from February 2014 to September 2021; chairman of Exploits Discovery
Corp. from October 2020 to November 2022; chairman of Sabre Gold Mines Corp. from September 2021
to January 2023; chairman of Urano Energy Corp. from June 2022 to May 2026; chairman of Nuclear Fuels
Inc. from July 2023 to September 2025; chairman of Scorpio Gold Corporation from May 2024 to present;
and chairman of Manhattan Uranium Discovery Corp. from May 2026 to present.
Janet Lee-Sheriff – Chief Executive Officer and Director
Ms. Lee-Sheriff brings 25 years of experience in the mineral extraction industry with a strong focus on
strategic planning, community engagement and communications. She also serves as Chief Executive
Officer & Director of Manhattan Metals Corp. and President of the Clean Energy Association of New Mexico.
Ms. Lee-Sheriff previously served as Chief Executive Officer of Golden Predator Mining Corp. and President
of Tigris Uranium (now enCore Energy Corp). Ms. Lee- Sheriff led the world’s first on -site test of a solvent
which replaced cyanide in the gold extraction process. She was responsible for creating the SRU® (the
Secondary Recovery Unit) which replaced the smelter process in the test process. Ms. Lee-Sheriff also
established and presently owns the Yukon Mint®, which has created green gold coins with indigenous art
to celebrate the local communities and artists. With a strong commitment to social responsibility and
community engagement, she has successfully negotiated and implemented socio-economic and
exploration agreements with indigenous governments plus implemented numerous innovative programs,
including the award-winning Elders-in-Residence Program, to ensure community involvement in corporate
projects. She is responsible for developing the Yukon Mine Training Association, focused on aboriginal
training, raising $20+ mm for training initiatives.
She is a graduate of Queen’s University in Kingston, Canada, and a recipient of the Queen’s Jubilee
Comm emorative Medal awarded for outstanding achievements by Canadians and numerous awards for
her work with the Elders-in-Residence program.
Kevin Bambrough – Director
Kevin Bambrough is a seasoned executive and investor with three decades of experience in natural
resources, energy markets, and alternative asset management. As the former President of Sprott Inc. and
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CEO of Sprott Resource Corp., Kevin played a pivotal role as the founder of Sprott Consulting growing it to
over $1 billion in assets under management and delivered a 28% IRR over five years before retiring. He is
widely recognized for his early and successful identification of major market trends, resource cycles and
deep understanding of the uranium market.
Mark Pelizza – Director
Mr. Pelizza has spent 48 years in the uranium industry with direct project experience including the Alta
Mesa, Benavides, Kingsville Dome, Longoria, Palangana, Rosita, West Cole and the Vasquez projects, all
in Texas. He was also responsible for the permit ting and licensing of the Church Rock, Crownpoint and
Unit 1 projects in New Mexico and the North Platte project in Wyoming. Mr. Pelizza is a director for enCore
Energy Corp., an In - Situ Recovery uranium producer, where his tenure spans from 2014 to present. There
his roles include Lead Director, Chair of the Compensation Committee, Chair of the Sustainability
Committee and a previous member of the Audi t Committee. He is also the Principal of M.S. Pelizza &
Associates LLC where he serves clients in the extractive industries. He previously served as Sr. Vice
President of Health, Safety and Environmental Affairs with Uranium Resource, Inc and before that worked
with Union Carbide Corp.
Mr. Pelizza received his B.S. in Geology, Fort Lewis College and his M.S. in Geological Engineering from
the Colorado School of Mines. He is a licensed Professional Geoscientist in Texas, a Certified Professional
Geologist by the American Institute of Prof essional Geologists, and a Qualified Person under NI 43 - 101.
He is the Past Chairman of the Texas Mining and Reclamation Association and the Past President of the
Uranium Producers of America.
Jon Indall – Director
Mr. Indall has close to 40 years of experience in natural resources, environmental law, and administrative
law, which has had a profound impact on these domains. A distinguished retired partner from the prestigious
law firm of Maldegen, Templeman & Indall in Santa Fe, his practice encompassed intricate transactions,
title work, permitting, and mining property acquisitions. Mr. I ndall represented clients engaged in site
remediation activities, including superfund sites. He currently serves as a director on the board of Premier
American Uranium Inc. and is a senior advisor to the Uranium Producers of America. He holds a B.A. and
a J.D. from the University of Kansas.
Greg ory Hayes - Director
Mr. Hayes is a Chartered Professional Accountant with over 25 years of financial and executive leadership
experience, primarily within the publicly traded resource sector. He has held senior positions across a range
of TSXV - and CSE - listed companies, with a particular focus on mineral exploration and development. Mr.
Hayes was recently the Chief Financial Officer of Soma Gold Corp. and has previously served as Chief
Financial Officer for multiple publicly listed companies, including Golden Predator Mining Corp., Taku Gold
Corp., Firestone Ventures Inc., and Shear Minerals Ltd. He also previously served as Chief Executive
Officer and Director of Golden Predator Mining Corp. and Northern Tiger Resources Inc. Prior to his
corporate leadership roles, Mr. Hayes gained audit experience with PricewaterhouseCoopers and served
as a Principal for the Auditor General of Alberta, managing audits of public sector entities. He holds a
Bachelor of Commerce degree from the University of Alberta.
Corporate Cease Trade Orders, Bankruptcies, Penalties or Sanctions
No proposed director of the Corporation is, as at the date hereof, or has been, within the previous 10 years,
a director, chief executive officer or chief financial officer, of any company (including the Corporation) that:
(a) while that person was acting in the capacity was the subject of a cease trade order or
similar order or an order that denied the relevant company access to any exemption under
securities legislation, for a period of more than 30 consecutive days;
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(b) was the subject of a cease trade or similar order or an order that denied the relevant
company access to any exemption under securities legislation, for a period of more than
30 consecutive days that was issued after the proposed director ceased to be a di rector,
chief executive officer or chief financial officer of such company and which resulted from
an event that occurred while that person was acting in the capacity as director, chief
executive officer or chief financial officer; or
(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a
proposal under any legislation relating to bankruptcy or insolvency, or was subject to or
instituted any proceedings, arrangement or compromise with creditors or had a re ceiver,
receiver manager or trustee appointed to hold its assets.
No proposed director of the Corporation (or any personal holding company of any such individual):
(a) is at the date hereof, or has been within the previous 10 years, a director or executive
officer of any corporation that , while that person was acting in that capacity, or within a year
of that person ceasing to act in that capacity, became bankrupt, made a proposal under
any legislation relating to bankruptcy or insolvency or was subject to or instituted any
proceedings, ar rangement or compromise with creditors or had a receiver manager or
trustee appointed to hold its assets; or
(b) has, within 10 years before the date of this Circular, become bankrupt, made a proposal
under any legislation relating to bankruptcy or insolvency, or become subject to or instituted
any proceedings, arrangement or compromise with creditors, or had a recei ver, receiver
manager or trustee appointed to hold the assets such individual.
No proposed director of the Corporation (or any personal holding company of any such individual) has been
subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities
regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
any other penalties or sanctions imposed by a court or regulatory body that would likely be considered
important to a reasonable investor in making an investment decision.
3 . Appointment of Auditors
De V isser Gray LLP , Chartered Professional Accountants ( “ Devisser Gray ” ), is the independent registered
certified auditor of the Corporation. DeVisser Gray was first appointed as the Corporation’s auditor in
February 2026 following the Qualifying Transaction with Verdera Energy Corp. (renamed, “Verdera Energy
Holdings Inc.) ( the “ Target ”) . For full details regarding the Qualifying Transaction, Shareholders are
encouraged to review the disclosure contained in the Filing Statement of the Corporation dated February
13, 2026 available on the Corporation’s SEDAR+ profile.
Shareholders will be asked to consider and, if thought advisable, to pass an ordinary resolution to appoint
De V isser G r ay to serve as auditor of the Corporation until the next annual meeting of Shareholders and to
authorize the directors of the Corporation to fix their remuneration as such.
Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form
intend to vote such proxy or voting instruction form FOR the appointment of De v isser Gray as
auditor of the Corporation to hold office until the next annual meeting of shareholders or until a
successor is appointed, and the authorization of the directors of the Corporation to fix their
remuneration.
The directors of the Corporation recommend that shareholders vote in favour of the appointment of
De V isser Gray and the authorization of the directors of the Corporation to fix their remuneration. To be
adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at
the Meeting.
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4. Approval of Equity Incentive Plan
Background and Context
At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass an ordinary
resolution ratifying, confirming and approving the Corporation's 2026 Equity Incentive Plan (the “ LTIP ”).
The LTIP was adopted by the Board as a new long - term incentive compensation plan for the Corporation
and is being submitted to Shareholders for approval in accordance with the requirements of the TSX V .
The LTIP is intended to provide the Corporation with a comprehensive and flexible framework for equity -
based compensation and to assist the Corporation in attracting, retaining and motivating qualified directors,
officers, employees and consultants. The LT IP is also intended to promote greater alignment between the
interests of eligible participants and those of Shareholders by providing participants with an opportunity to
participate in the long - term growth and success of the Corporation.
The LTIP replaces the Corporation's current stock option plan (the “ Stock Option Plan ”), which was last
approved by shareholders on January 8, 2026 . The LTIP expands the forms of equity - based compensation
available to the Corporation and permits the Board to grant stock options (“ Options ”), restricted share units
(“ RSUs ”), performance share units (“ PSUs ”) and deferred share units (“ DSUs ”), subject in each case to the
terms of the LTIP and applicable TSXV requirements.
Outstanding stock options previously granted under the Stock Option Plan or any predecessor plan will
continue to be governed by the terms of the plan under which they were granted, unless otherwise provided
in accordance with the LTIP and applicable TSXV requirements. Such outstanding options will continue to
be counted when determining the number of Common Shares available for issuance under the LTIP.
The following summary of the LTIP is a summary only and is qualified in its entirety by reference to the
LTIP.
Eligible Participants
Awards may be granted under the LTIP to directors (“ Directors ”) and officers (“ Officers ”) of the Corporation
or its subsidiaries, management company employees and employees of the Corporation or its subsidiaries
(collectively, the “ Employees ”), or consultants of the Corporation or its subsidiaries (“ Consultants ”, and
together with the Directors, Officers and Employees, the “ Participants ”). The Board, in its discretion,
determines which of the Participants will be granted Awards under the LTIP.
Type of Awards : The Corporation may grant Awards to Participants under the LTIP. All of the Awards
described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement
and forfeiture provisions determined by the Board, in its sole discretion, subj ect to such limitations provided
in the LTIP, and will generally be evidenced by an award agreement.
Options
Each Option entitles a holder thereof to purchase a prescribed number of Common Shares at an exercise
price determined by the Board at the time of the grant of the Option . Options include incentive stock options
(“ ISOs ”), being Option s granted to a U.S. participant intended to constitute an incentive stock option within
the meaning of the United States Internal Revenue Code of 1986, as amended (the “ U.S. Tax Code ”).
ISOs are available only for Participants who are employees of the Corporation , or a “parent corporation” or
“subsidiary corporation” (as such terms are defined in Section 424(e) and (f) of the U.S. Tax Code), on the
date the Option is granted. The maximum aggregate number of Common Shares that may be issued
pursuant to the exercise of ISOs granted under the LTIP shall be 7,578,299 Common Shares, equal to 10%
of the issued and outstanding shares of the Corporation on September 8, 2026 , subject to adjustment in
accordance with the LTIP. The exercise price of each ISO shall be not less than one hundred percent
(100%) of the fair market value of a Common Share on the grant date (or one hundred and ten percent
(110%) thereof, in the case of a Parti cipant who owns or is deemed to own Shares representing more than
ten percent (10%) of the total combined voting power of all classes of stock of the Corporation). No ISO
may be granted under the LTIP unless the LTIP has been approved by the shareholders of the Corporation
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within twelve (12) months before or after the date of its adoption by the Board, and no ISO may be granted
more than ten (10) years after the earlier of such adoption and such approval. A Participant who holds an
ISO must continue as an employee, except that upon termination of employment the Option will continue
to be treated as an ISO for up to three months, after which the Option will no longer qualify as an ISO,
except as otherwise pr ovided in the LTIP . A Participant’s employment will be deemed to continue during
period of sick leave, military leave or other bona fide leave of absence, provided the leave of absence does
not exceed three months, or the Participant’s return to employment is guaranteed by statute or contract. If
a termination of employment is due to permanent disability, an Option may continue its ISO status for up to
one year, and if the termination is due to death, the ISO status may continue for the balance of the Option’s
term. Nothing referenced herein will be deemed to extend the original expiry date of an Option. A Participant
who owns, or is deemed to own, pursuant to Section 424( d ) of the U.S. Tax Code, Common Shares
accounting for more than ten percent (10%) of the total combined voting power of all classes of stock of the
Corporation may not be granted an ISO unless (i) the Option Price is at least one hundred and ten percent
(110%) of the fair market value of the Common Shares, as of the date of the grant, and (ii) the Option is not
exercisable after the expiration of five years from the date of grant. To the extent the aggregate fair market
value (determined as of the date of grant) of Common Shares with respect to which ISOs are exercisable
for the first time by a Participant during any calendar year (under all plans of the Corporation and any
affiliates) exceeds One Hundred Thousand United States Dollars (US$100,000), the Options or portions
thereof that exceed such limit (according to the order in which they were granted) shall be treated as Options
other than ISOs, notwithstanding any contrary provision in the applicable award agreement. No ISO shall
be transferable other than by will or the laws of descent and distribution, and during the lifetime of the
Participant shall be exercisable only by the Participant.
RSUs
A RSU is a right awarded to a Participant, as compensation for employment or consulting services or
services as a director or officer, to receive for no additional cash consideration, securities of the Corporation
upon specified vesting criteria being satisfied, and subject to the terms and conditions of the LTIP and the
applicable award agreement, and which may be paid in cash and/or Common Shares.
PSUs
A PSU is a right awarded to a Participant, as compensation for employment or consulting services or
services as a director or officer, to receive, for no additional cash consideration, securities of the Corporation
upon specified performance and vesting criteria being satisfied, subject to the terms and conditions of the
LTIP and the applicable award agreement, and which may be paid in cash and/or Common Shares.
DSUs
A DSU is a right granted to a Participant, as compensation for employment or consulting services or
services as a director or officer, to receive, for no additional cash consideration, securities of the Corporation
on a deferred basis upon specified vesting criteria being satisfied, subject to the terms and conditions of
the LTIP and the applicable award agreement, and which may be paid in cash and/or Common Shares.
Number of Common Shares Reserved : The aggregate number of Common Shares reserved for issuance
in respect of Awards shall not exceed ten (10%) percent of the total number of issued and outstanding
Common Shares (calculated on a rolling, non - diluted basis) at the time an Award is granted. Aw ards that
are cancelled or expire prior to exercise continue to be issuable under the LTIP .
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Limitations Under the LTIP: The aggregate number of Common Shares that are issuable pursuant to all
Awards granted or issued to any one person (including companies wholly owned by that person) in a 12-
month period must not exceed 5% of the issued and outstanding Common Shares, calculated on the date
the Award is granted or issued to the person. The aggregate number of Common Shares that are issuable
pursuant to all Awards granted or issued to any one Consultant in a 12-month period must not exceed 2%
of the issued and outstanding Common Shares, calculated at the date the Award is granted or issued. The
aggregate number of Common Shares issuable pursuant to grants of Options to all persons retained to
provide investor relations services to the Corporation (including Consultants and Employees or Directors
whose role and duties primarily consist of providing investor relations services) must not exceed 2% of the
issued and outstanding Common Shares in any 12-month period, calculated at the date an Award is granted
or issued to any such person. Disinterested shareholder approval will be required for any grant of Awards
which will result in the number of Common Shares issuable pursuant to all Awards granted or issued to
Insiders (as defined in the Securities Act (British Columbia) as a group at any point in time or within a 12-
month period exceeding 10% of the issued and outstanding Common Shares.
Exercise Price: The exercise price of Options granted under the LTIP is determined by the Board, provided
that it is not less than the Discounted Market Price, as that term is defined in the LTIP, or such other
minimum price as is permitted by the TSXV in accordance with the policies in effect at the time of the grant,
or, if the Common Shares are no longer listed on the TSXV, then such other exchange or quotation system
on which the Common Shares are listed or quoted for trading. In the case of an Option granted to a U.S.
Participant, the exercise price of the Options must not be less than the greater of the market price and the
fair market value of a Share on the grant date, determined in a manner consistent with Section 409A of the
U.S. Tax Code. The exercise price of Options granted to Insiders may not be decreased without
disinterested Shareholder approval at the time of the proposed amendment.
Cashless Exercise: The LTIP permits the Board, in its discretion, to allow a Participant to exercise Options
on a “ cashless exercise ” basis, whereby a broker sells a sufficient number of Common Shares to cover
the exercise price and any applicable tax withholdings.
Term of Options: Subject to the termination and change of control provisions in the LTIP, the term of any
Options granted under the LTIP is determined by the Board and may not exceed ten (10) years from the
date of grant. Disinterested Shareholder approval will be required for any extension to Options granted to
individuals that are Insiders at the time of the proposed amendment.
Settlement Timing: RSUs or PSUs granted to a Participant who is not a U.S. Participant shall be settled at
such time or times as specified in the applicable Award Agreement, provided that in all events settlement
shall occur no later than December 31 of the third calendar year following the calendar year in which the
services giving rise to the RSUs or PSUs were rendered.
Vesting: All Options granted pursuant to the LTIP will vest as determined by the Board on the date of grant;
if the Board does not specify a vesting schedule, Options granted to persons other than those retained to
provide Investor Relations Activities will vest fully on the date of grant, and in any event vesting will be
determined in accordance with the policies of the TSXV, if applicable.
Termination: The LTIP contains provisions addressing the treatment of Awards upon a Participant’s
termination for cause, termination without cause, voluntary resignation, retirement, death, and disability,
including the extent to which unvested Awards are forfeited and the period during which vested Options
remain exercisable following termination. The specific terms applicable to each type of Award are set out
in the LTIP.
The implementation of the LTIP remains subject to the ratification of the Shareholders at the Meeting.
The LTIP is available at the records office of the Corporation at Suite 1200 - 750 West Pender Street,
Vancouver, British Columbia, Canada until the business day immediately preceding the date of the Meeting.
LTIP Resolution
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At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to approve the following
ordinary resolution (the “ LTIP Resolution ”):
“BE IT RESOLVED, as an ordinary resolution of the shareholders of the Corporation, that:
1. the Corporation's 2026 Equity Incentive Plan (the “LTIP”), a copy of which is available at the
records office of the Corporation as described in the Corporation ’ s Management Information
Circular dated September 8, 2026, be and is hereby ratified, confirmed and approved;
2. the reservation and issuance from time to time of Common Shares of the Corporation pursuant to
Awards granted under the LTIP, subject to the terms and limitations of the LTIP and the policies
of the TSX Venture Exchange (the “Exchange”), be and are hereby authorized and approved;
3. the Board of Directors of the Corporation be and is hereby authorized to administer and amend
the LTIP in accordance with its terms and to make such amendments to the LTIP as may be
required by the Exchange or any applicable regulatory authority, without f urther approval of the
shareholders of the Corporation except as may otherwise be required by the LTIP, the policies of
the Exchange or applicable law; and
4. any one director or officer of the Corporation be and is hereby authorized and directed, for and on
behalf of the Corporation, to execute and deliver all such documents and instruments and to take
all such other actions as such director or officer may dete rmine to be necessary or desirable to
give effect to the foregoing resolutions.”
Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form
intend to vote such proxy or voting instruction form FOR the approval of the Corporation ’s LTIP.
5 . Other Matters
Management of the Corporation knows of no amendment, variation or other matter to come before the
Meeting other than the matters referred to in the Notice of Meeting . However, if any other matter properly
comes before the Meeting, the form of proxy furnished by the Corporation will be voted on such matters in
accordance with the best judgment of the persons voting the proxy.
AUDIT COMMITTEE
In accordance with applicable Canadian securities legislation and, in particular, National Instrument 52 - 110
– Audit Committees (“ NI 52 - 110 ”), information with respect to the Corporation’s Audit Committee is
contained below.
Audit Committee Charter
The Audit Committee has adopted a written charter setting out its purpose, which is to assist the Board fulfil
its oversight responsibilities relating to accounting and financial reporting process and internal controls. The
Audit Committee is responsible f or, among other things, (i) monitoring the performance and independence
of the Corporation’s external auditors; (ii) reviewing certain public disclosure documents; and (iii) monitoring
the Corporation’s systems and procedures for financial reporting and in ternal control. A copy of the Audit
Committee Charter is attached hereto as Schedule “A”.
Composition of the Audit Committee
The current members of the Audit Committee are Gregory Hayes (Chair), Kevin Bambrough and Jon Indall.
All of the members of the Audit Committee are “independent” and all the members of the Audit Committee
are “financially literate” in accordance with NI 52 - 110 .
Relevant Education and Experience
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See “ Particulars of Matters to be Acted Upon – Election of Directors – Information Concerning the
Nominees ” above for a general description of the education and experience of each Audit Committee
member that is relevant to the performance of his/her responsibilities as an Audit Committee member .
Audit Committee Oversight
At no time since the commencement of the Corporation’s most recently completed financial year have any
recommendations by the Audit Committee respecting the appointment and/or compensation of the
Corporation’s external auditors not been adopted by the Boar d.
Reliance on Certain Exemptions
At no time since the commencement of the Corporation’s most recently completed financial year has the
Corporation relied on the exemption in Section 2.4 of NI 52 - 110 ( De Minimis Non - audit Services ), or an
exemption from NI 52 - 110, in whole or in part, granted under Part 8 ( Exemptions ) of NI 52 - 110 .
Exemption for Venture Issuers
The Corporation is relying on the exemption in Section 6.1 of NI 52 - 110 regarding the requirements of Part
3 ( Composition of the Audit Committee ) and Part 5 ( Reporting Obligations ) of NI 52 - 110.
Pre - Approval Policies and Procedures
The charter adopted by the Audit Committee contains policies and procedures for the engagement of non -
audit services. The Audit Committee is responsible for the pre - approval of all audit services and permissible
non - audit services to be provided to the Cor poration by the external auditors, subject to any exceptions
provided in NI 52 - 110.
External Auditor Service Fees
The following table sets out, by category, the fees billed to the Corporation by De Visser Gray LLP, the
Corporation’s current auditor, and MNP LLP, the Corporation’s former auditor, for professional services
rendered in respect of the financial years ende d March 31, 2026 and March 31 , 2025, as applicable. The
current year - end of the Corporation is March 31, as a result of the Corporation’s Qualifying Transaction, as
announced on February 20, 2026 (the “ Qualifying Transaction ”)
Audit Related
Year Ended Audit Fees (1) Fees (2) Tax Fees (3) All Other Fees (4) Total
March 31, 2026 64,180 Nil Nil Nil 64,180
March 31, 2025 Nil Nil Nil Nil Nil
Notes:
(1) “Audit Fees” include fees necessary to perform the annual audit of the Corporation’s financial statements. Audit Fees
include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements.
Audit Fees al so include audit or other attest services required by legislation or regulation, such as comfort letters,
consents, reviews of securities filings and statutory audits.
(2) “Audit - Related Fees” include the fees for assurance and related services by the Corporation’s external auditor that are
reasonably related to the performance of the audit or review of the Corporation’s financial statements and are not reported
under “Audit Fees” above . These audit - related services include due diligence assistance and accounting consultations
on proposed transactions .
(3) “Tax Fees” include the fees for professional services rendered to the Corporation’s external auditor for tax compliance,
tax advice and tax planning. Tax planning and tax advice includes assistance with tax advice related to mergers,
acquisitions and dispo sitions.
(4) “All Other Fees” include the fees billed for products and services provided by the Corporation’s external auditor, other
than “Audit Fees”, “Audit - Related Fees” and “Tax Fees” above.
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CORPORATE GOVERNANCE
Corporate governance relates to the activities of the Board, the members of which are elected by and are
accountable to the Corporation’s Shareholders and takes into account the role of the individual members
of management who are appointed by the Board and who are charged with the day - to - day management of
the Corporation.
National Policy 58 - 201 – Corporate Governance Guidelines establishes corporate governance guidelines
which apply to all public companies (the “ Guidelines ”). National Instrument 58 - 101 – Disclosure of
Corporate Governance Practices mandates disclosure of corporate governance practices which disclosure
is set out below, in accordance with Form 58 - 101F2 – Corporate Governance Disclosure (Venture Issuers) .
Directors
A director is independent if he or she has no direct or indirect material relationship with the Corporation that
the Board believes could reasonably be perceived to materially interfere with his or her ability to exercise
independent judgment. Applicable s ecurities laws set out certain situations where a director is deemed to
have a material relationship with the Corporation.
Of the six Nominees standing for election as directors at the Meeting, four have been determined to be
independent based upon the criteria set forth under appli c able securities laws. Messrs. Pelizza,
Bambrough, Hayes, and Indall are considered to be independent under applicable securities laws. Willi a m
Sheriff is not considered to be independent under applicable securities laws on the basis that he is the
current Executive Chairman of the Corporation. Janet Lee - Sheriff is not considered to be independent under
applicable securities laws on the basis th at she is the current Chief Executive Officer of the Corporation.
Other Directorships
Besides their positions on the Board, the current directors of the Corporation also serve as directors of the
following reporting issuer(s) or reporting issuer equivalent(s):
Name of Director Reporting Issuer(s) or Equivalent(s)
William Sheriff enCore Energy Inc . , Scorpio Gold Corp., Manhattan Uranium
Discovery Corp.
Janet Lee - Sheriff N/A
Mark Pelizza enCore Energy Corp.
Kevin Bambrough N/A
Gregory Hayes N/A
Jon Indall Premier American Uranium Inc.
(a) Ethical Conduct
As part of its responsibility for the stewardship of the Corporation, the Board seeks to foster a culture of
ethical conduct by requiring the Corporation to carry out its business in line with high business and moral
standards and applicable legal and fina ncial requirements. The Board has formalized this in a written code
of conduct and ethics (the “ Code ”). The Code has been filed and is available on the Corporation’s website
( www.verderauranium.com ).
The Board encourages and promotes an overall culture of ethical conduct by requiring the Corporation to
carry out its business in line with high business and moral standards, and by promoting compliance with
applicable laws, regulations and policies. The B oard encourages management to consult with legal and
financial advisors to ensure that the Corporation is meeting the requirements under the Code. The Board
is also cognizant of the Corporation’s timely disclosure obligations as a reporting issuer under Ca nadian
securities laws and will review material disclosure documents prior to their distribution.
The Board takes steps to ensure directors exercise independent judgment in considering transactions and
agreements in respect of which a director or an employee or consultant of the Corporation has a material
interest, which include ensuring that such indi viduals are familiar with the Code and, in particular, rules
- 15 -
concerning reporting conflicts of interest and obtaining direction from the Board or a member of senior
management of the Corporation regarding any potential conflicts of interest. The Board actively monitors
the Corporation’s compliance with the Board’s d irectives and ensures that all material transactions are
thoroughly reviewed by the Board before being undertaken by management.
In addition, the Corporation has adopted a “whistleblower” policy, which allows directors, officers,
employees and consultants who feel a violation of the Code has occurred to report the actual or potential
compliance infraction to the Chair of the Corporation’s Audit Committee c/o the Corporation’s corporate
counsel, on a confidential, anonymous basis.
Certain members of the Board are directors or officers of, or have significant shareholdings in, other mineral
resource companies and, to the extent that such other companies may participate in ventures in which the
Corporation may participate, the directo rs of the Corporation may have a conflict of interest in negotiating
and concluding terms respecting such participation. Where such a conflict of interest involves a particular
Board member (i.e. where a Board member has an interest in a material contract or material transaction
involving the Corporation), such Board member will be required to disclose his or her interest to the Board
and refrain from voting at any Board meeting which considers such contract or transaction, in accordance
with applicable law . To ensure a consistent process for addressing actual and potential conflicts of interest,
the Corporation has adopted a policy governing conflicts of interest and related party transactions which
prescribe a formal procedure and internal reporting proces s for addressing potential conflicts in a timely
fashion.
In rare circumstances, if deemed appropriate, the Corporation may establish a special committee of
independent directors to review a matter in which several directors, or management, may have a conflict.
(b) Orientation and Continuing Education
The Board recognizes the importance of ongoing director education and the need for each director to take
personal responsibility for this process. The Corporation has not yet developed an official orientation or
training program for new directors or a form al continuing education program for existing directors.
Nevertheless, new directors will be provided, through discussions and meetings with other directors, officers
and employees, with a thorough description of the Corporation’s business, properties, asse ts, operations
and strategic plans and objectives. Orientation activities will be tailored to the particular needs and
experience of each director and the overall needs of the Board and requests for education are encouraged
and dealt with on an ad hoc basi s. Board members are encouraged to communicate with management,
auditors and technical consultants, to keep themselves current with industry trends and developments, as
well as changes in legislation, with management’s assistance, and to attend related ind ustry seminars.
Nomination of Directors
The Corporation’s corporate governance and nominating committee (the “ Corporate Governance
Committee ”) is responsible for assisting the Board with respect to the nomination of directors and
identifying new candidates for appointment to the Board. The Corporate Governance Committee also
makes recommendations for the assignment of Board members to Board committees and oversees a
process for director succession. In that regard, the Corporate Governance Committee is also responsible
for identifying the competencies and skills required for nominees to the Board, with a view to ensuring that
the Board is comprised of directors with the necessary skills and experience to facilitate effective decision -
making. The Corporate Governance Committee may retain external consultants or advisors to conduct
searches for appropriate potential director candidates if necessary.
The Corporate Governance Committee considers the size of the Board each year when it considers the
number of directors to recommend to the Board for election. The criteria for selecting new directors reflects
the requirements of the listing standards of the TSXV with respect to independence and the following
factors:
• the appropriate size of the Board;
• the needs of the Corporation with respect to the particular talents and experience of its directors;
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• the personal and professional integrity of the candidate;
• the level of education and/or business experience of the candidate;
• the broad - based business acumen of the candidate;
• the level of the candidate’s understanding of the Corporation’s business and the industry in which
it operates and other industries relevant to the Corporation’s business;
• the ability and willingness of the candidate to commit adequate time to the Board and committee
matters;
• the fit of the individual’s skills and personality with those of other directors and potential directors
so that the Board is effective, collegial and responsive to the needs of the Corporation ;
• the candidate’s ability to think strategically and a willingness to share ideas; and
• diversity of experiences, expertise and background of the Board as a whole.
Compensation
The Corporation’s compensation committee (the “ Compensation Committee ”) is responsible for assisting
the Board with respect to the review and ap proval of comp ensation of directors and the C EO and reviews
recommendations regarding compensation of other senior executives. T he Board generally reviews
compensation paid to directors and chief executive officers of companies of similar size and stage of
development in the mining industry and determines appropriate compensation reflecting the need to provide
incentive and compens ation for the time and effort expended by the directors and senior management while
taking into account the financial and other resources of the Corporation.
For further details regarding the compensation of directors, as well as details regarding the Corporation’s
compensation program, see “ Executive Compensation ” below.
(c) Board Committees
The Board has established three standing committees to assist it in carrying out its mandate: the Audit
Committee , the Corporate Governance and Nominating Committee , a nd the Compensation Committee.
As of the date of this Circular, the Audit Committee is comprised of Messrs. Hayes (Chair), Bambrough and
Indall, the Corporate Governance and Nomination Committee is comprised of Messrs. Indall (Chair),
Bam b rough and Hayes and the Compensation Committee is comprised of Messrs. Pelizza (Chair),
Bambrough and Hayes . In addition to the standing committees of the Board, other committees may be
constituted from time to time, when appropriate.
(d) Assessments
The Board does not formally review the contributions of individual directors; however, it believes that its
current size facilitates informal discussion and evaluation of members’ contributions within that framework.
All directors and/or committee members are free to make suggestions for improvement of the practice of
the Board and/or its committees at any time and are encouraged to do so.
The Board monitors the adequacy of information given to directors, communication between the Board and
management and the strategic direction and processes of the Board, the Audit Committee , the Corporate
Governance and Nominating Committee and the Compensation Committee.
EXECUTIVE COMPENSATION
The following information is presented in accordance with Form 51 - 102F6V – Statement of Executive
Compensatio n – Venture Issuers (“ Form 51 - 102F6V ”) and provides details of all compensation for each of
the named executive officers or “ NEOs ”, as defined in Form 51 - 102F6V, and directors of the Corporation
for the two most recently completed financial years ended March 31, 2026 and March 31 2025 . All dollar
amounts referenced herein, unless otherwise indicated, are expressed in Canadian dollars.
During the financial year ended March 31, 2026 , the Corporation had two NEOs: Janet Lee - Sheriff , the
Chief Executive Officer of the Corporation, and Scott Davis , the Chief Financial Officer of the Corporation.
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Director and Named Executive Officer Compensation – Excluding Compensation Securities
The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise
provided, directly or indirectly, by the Corporation to each NEO and director, in any capacity, for the financial
years ended March 31, 2026 and from the date of incorporation on September 27, 2024 to March 31, 2025 .
Salary,
Consulting
Fee, Retainer Committee Value of all
or or Meeting Value of Other Total
Name and Year ( Commission Bonus Fees Perquisites Compensation Compensation
Position 7) ($) ($) ($) ($) ($) ($)
Janet Lee - 2026 206,009 Nil Nil Nil Nil 206,009
Sheriff (1)
Chief Executive
Officer & Director 2025 Nil Nil Nil Nil Nil Nil
2026
Scott Davis (2)
90,000 Nil Nil Nil Nil 90,000
Chief Financial
2025
Officer
31,500 Nil Nil Nil Nil 31,500
2026
William Sheriff Nil Nil Nil Nil Nil Nil
Executive
2025
Chairman Nil Nil Nil Nil Nil Nil
2026
Nil Nil Nil Nil Nil Nil
Mark Pelizza
Director 2025
Nil Nil Nil Nil Nil Nil
2026
Nil Nil Nil Nil Nil Nil
Jon Indall (3)
Director 2025
Nil Nil Nil Nil Nil Nil
2026
Kevin Nil Nil Nil Nil Nil Nil
Bambrough (4)
2025
Director Nil Nil Nil Nil Nil Nil
2026
Nil Nil Nil Nil Nil
Gregory Hayes (5)
Nil
Director 2025
Nil Nil Nil Nil Nil Nil
2026
Nil Nil Nil Nil Nil Nil
David D’Onofrio
Former Director (6) 2025
Nil Nil Nil Nil Nil Nil
2026
Nil Nil Nil Nil Nil Nil
Pasquale DiCapo
Former Director (6) 2025 Nil Nil
Nil Nil Nil Nil
2026
Nil Nil Nil Nil Nil Nil
Adam Parsons
Former Director (6) 2025 Nil Nil
Nil Nil Nil Nil
2026 30,000 30,000
Tim Gabruch (8) Nil Nil Nil Nil
Former CEO &
2025 150,000 150,000
Director Nil Nil Nil Nil
Notes:
(1) Ms. Janet Lee - Sheriff was appointed as the Chief Executive Officer and a director of the Corporation on February 20, 2026 .
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(2) Mr. Davis was appointed Chief Financial Officer of the Corporation on February 20, 2026 .
( 3 ) Mr. Indall was appointed as a director of the Corporation on February 20, 2026 .
( 4 ) Mr. Bambrough was appointed as a director of the Corporation on February 20, 2026 .
( 5 ) Mr. Hayes was appointed as a director of the Corporation on February 20, 2026 .
( 6 ) On closing of the Qualifying Transaction on February 20, 2026, Messrs. D’Onofrio and Parsons resigned as directors of the
Corporation and Mr. DiCapo resigned as CEO, CFO, Corporate Secretary, and a director of the Corporation .
(7) The current year - end of the Corporation is March 31 as a result of the completion of the Qualifying Transaction. The 2025
comparatives are from the date of incorporation on September 27, 2024 to March 31, 2025 .
(8) Mr. Gabruch resigned as a director on May 13, 2025.
Stock Options and Other Compensation Securities
The following table sets forth details of all incentive stock options granted and/or issued to the NEOs and
directors during the most recently completed fiscal year ended March 31, 2026.
Name and Position Number of Date of Grant Exercise Price Expiry Date
Options C$
Janet Lee - Sheriff, CEO and 250,000 May 23, 2025 (3) $0.20 May 23, 2030
Director
300,000 September 16, 2025 (3) $0.50 September 16, 2030
600,000 March 27, 2026 $1.00 March 27, 2031
Scott Davis, CFO 100,000 September 16, 2025 (3) $0.50 September 16, 2030
100,000 March 27, 2026 $1.00 March 27, 2031
William Sheriff, Executive 200,000 September 16, 2025 (3) $0.50 September 16, 2030
Chair man
400,000 March 27, 2026 $1.00 March 27, 2031
Kevin Bambrough, Director 250,000 May 23, 2025 (3) $0.20 May 23, 2030
150,000 September 16, 2025 (3) $0.50 September 16, 2030
100,000 March 27, 2026 $1.00 March 27, 2031
Jon Indall, Director 250,000 May 27, 2025 (3) $0.20 May 27, 2030
(3)
150,000 September 16, 2025 $0.50 September 16, 2030
100,000 March 27, 2026 $1.00 March 27, 2031
Greg Hayes, Director 250,000 June 20, 2025 (3) $0.50 June 20, 2030
250,000 September 16, 2025 (3) $0.50 September 16, 2030
100,000 March 27, 2026 $1.00 March 27, 2031
Mark Pelizza, Director 250,000 May 23, 2025 (3) $0.20 May 23, 2030
200,000 September 16, 2025 (3) $0.50 September 16, 2030
100,000 March 27, 2026 $1.00 March 27, 2031
Notes:
(1) Reflects the closing price of the Common Shares on the TSXV on March 31 , 202 6 .
(2) Each Option entitles the holder to acquire one Common Share upon exercise. All Options vest and become exercisable as to one -
quarter on the date of grant, with the remaining Options vesting in equal parts on the 6 month, one - year and 18 month anniversa ry of
the date of grant .
(3) In connection with the Qualifying Transaction, Options of the Target were exchanged for Options of the Corporation.
Exercise of Compensation Securities by Directors and NEOs
No compensation securities were exercised by the NEOs and directors of the Corporation during the
financial year ended March 31, 2026 .
Stock Option Plans and Other Incentive Plans
At the Meeting, the Corporation is proposing that Shareholders approve the LTIP, which is intended to
replace the Stock Option Plan and provide the Corporation with a broader and more flexible framework for
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equity - based compensation. In addition to stock options, the LTIP provides for the grant of RSUs , PSUs
and DSUs .
For a description of the LTIP and the resolution to be considered by Shareholders at the Meeting, see
“ Business to be Transacted at the Meeting – Approval of Long - Term Incentive Plan ” above. A copy of the
full text of the LTIP is available at the records office of the Corporation, as described above.
Employment, Consulting and Management Agreements
As at the year ended March 31, 2026 , the Corporation did not have any employment, management or
consulting agreements, or any agreements with NEOs that include any change of control, termination,
severance or constructive dismissal payments for employees or consultants, other than as set out below .
Janet Lee - Sheriff
Following completion of the Qualifying Transaction, the Corporation assumed t he employment a greement
dated September 16, 2025 between Ms. Lee - Sheriff and the Target (the “ Agreement ”) pursuant to which
she serves as Chief Executive Officer . The Agreement provides for an annual base salary of C$300,000
and an annual discretionary cash bonus of up to 50% of her base salary. Ms. Lee - Sheriff is also eligible to
participate in the Corporation's equity incentive arrangements.
Under the terms of the Agreement, in the event that Ms. Lee - Sheriff's employment is terminated by the
Corporation without Just Cause, other than upon or within 12 months following a Change of Control, she is
entitled to her accrued entitlements, any earned but unpaid bonus for the preceding calendar year and a
severance payment equal to one times her annual base salary, subject to the terms of the Agreement. In
the event that Ms. Lee - Sheriff is terminated without Just Cause or is deemed to have been termina ted
without Just Cause, upon or within 12 months following a Change of Control, she is entitled to a severance
payment equal to two times her annual base salary plus her most recent full - year cash bonus, together with
her accrued entitlements and any earne d but unpaid bonus for the preceding calendar year.
The Agreement also provides that, in certain circumstances following a Change of Control, unvested stock
options held by Ms. Lee - Sheriff will automatically vest and become immediately exercisable, subject to the
terms of the applicable equity incentive plan and grant.
Scott Davis
Following completion of the Qualifying Transaction, the Corporation assumed the engagement letter dated
January 1, 2025 between Cross Davis & Co. LLP and the Target (the “ Engagement Letter ”) pursuant to
which Cross Davis & Co. LLP provides accounting and financial reporting services, as well as the services
of Scott Davis as CFO. In consideration for such services, the Corporation pays a monthly fee of $7,500
plus GST.
Compensation of Directors
The Board, with the assistance of the Compensation Committee, is responsible for reviewing and approving
the compensation of the directors of the Corporation. In determining appropriate director compensation, the
Board considers, among other factors, the n ature and extent of the responsibilities of the directors, the
Corporation’s size and stage of development, compensation practices of comparable issuers and the
Corporation’s financial resources.
The Corporation does not currently pay cash retainers, meeting fees or other cash compensation to its non -
executive directors for their service as directors. During the financial year ended March 31, 2026, certain
non - executive directors received stock opt ions as long - term incentive compensation.
The Board may periodically review the Corporation’s director compensation practices and may implement
or modify compensation arrangements in the future as it considers appropriate, having regard to the
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Corporation’s circumstances and the responsibilities associated with serving as a director.
Compensation of NEOs
The Board, with the assistance of the Compensation Committee, is responsible for reviewing and approving
the compensation of the Corporation’s NEOs. The Corporation’s executive compensation program is
designed to attract and retain qualified executives, pr ovide fair and competitive compensation, align the
interests of management with those of Shareholders and reward individual and corporate performance.
Compensation may consist of base salary or service fees, as applicable, discretionary cash bonuses and
lo ng - term equity incentives.
In determining NEO compensation, the Board and Compensation Committee consider a number of factors,
including the executive’s responsibilities, experience, performance and contribution to the Corporation’s
objectives, the Corporation’s financial and operat ing performance, and compensation practices of
comparable issuers. Equity - based compensation may also be granted to promote retention and align the
interests of NEOs with the long - term interests of Shareholders.
Elements of NEO Compensation
Base Salary and Service Fees
NEOs may receive a base salary or service fees, as applicable. The Board and Compensation Committee
periodically review such compensation having regard to the NEO’s responsibilities, experience and
performance, as well as compensation practices of comparab le issuers .
Bonus
NEOs may be eligible to receive discretionary cash bonuses based on individual performance and
contribution to the Corporation, together with the Corporation’s financial and operating performance.
Long - Term Incentives
Long - term incentives may be granted in the form of Options or other equity - based awards. In determining
the amount and terms of any grant, the Board considers the NEO’s responsibilities, performance and
contribution, previous equity awards, the Corporation ’s outstanding equity awards and compensation
practices of comparable issuers.
Pension Disclosure
No pension, retirement or deferred compensation plans, including defined contribution plans, have been
instituted by the Corporation and none are proposed at this time.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides details of compensation plans under which equity securities of the Corporation
are authorized for issuance as of March 31, 2026 .
Number of securities to be Weighted - average Number of securities
issued upon exercise of exercise price of remaining available for
outstanding options and outstanding options future issuance under
Plan Category rights and rights equity compensation plans
Equity compensation plans 7,346,000 0.60 299,799
approved by security holders
Equity compensation plans not Nil N/A N/A
approved by security holders
Total 7,346,000 0.60 299,799
Notes:
(1) Reflects the number of Common Shares reserved for issuance upon exercise of outstanding Awards granted under the
Stock Option Plan as of March 31, 202 6 .
- 21 -
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
As at the date of this Circular, no executive officer, director, employee or former executive officer, director
or employee of the Corporation or any of its subsidiaries is indebted to the Corporation, or any of its
subsidiaries. No person who is, or at any time during the most recently completed financial year was, a
director or executive officer of the Corporation, a proposed nominee for election as a director of the
Corporation or any associate of any one of the foregoing persons is, or at any time since the beginning of
the most recently completed financial year has been, indebted to the Corporation or any of its subsidiaries.
Neither the Corporation nor any of its subsidiaries has provided a guarantee, support agreement, letter of
credit or other similar arrangement for any indebtedness of any of these individuals to any other entity.
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
An “informed person” means: (a) a director or executive officer of the Corporation; (b) a director or executive
officer of a person or company that is itself an informed person or subsidiary of the Corporation; (c) any
person or company who beneficially owns, directly or indirectly, voting securities of the Corporation or who
exercises control or direction over voting securities of the Corporation or a combination of both carrying
more than 10% of the voting rights other than voting securities held by the person or company as
underwriter in the course of a distribution; and (d) the Corporation itself, if and for so long as it has
purchased, redeemed or otherwise acquired any of its Common Shares.
Other than as set out below, to the knowledge of management of the Corporation, no informed person or
nominee for election as a director of the Corporation or any associate or affiliate of any informed person or
proposed director had any interest in any transaction which has materially affected or would materially affect
the Corporation or any of its subsidiaries during the year ended March 31, 2026, or has any interest in any
material transaction in the current year other than as set out herein.
Pursuant to arrangements between the Corporation and enCore, the Class A Preferred Shares held by
enCore are expected to convert into 35,000,000 Common Shares (the “ enCore Shares ”) immediately prior
to the Record Date established by enCore for a special distribution of such enCore Shares to the holders
of enCore common shares. Following such conversion, the resulting enCore Shares are intended to be
distributed by enCore to its shareholders on a pro rata basis, subject to the satisfaction of the applicable
conditions to the distribution. The Corporation has filed a resale registration statement under the Securities
Act of 1933, as amended on Form F- 1 with the Securities and Exchange Commission (the “ SEC ”) to register
the enCore Shares, and following the resale registration statement being declared effective by the SEC,
enCore may proceed with the distribution of the Common Shares to its shareholders.
MANAGEMENT CONTRACTS
No management functions of the Corporation or its subsidiaries are performed to any substantial degree
by a person other than the directors or executive officers of the Corporation or its subsidiaries.
ADDITIONAL INFORMATION
Additional information relating to the Corporation may be found under the Corporation ’ s profile on SEDAR+
at www.sedarplus.ca. Inquiries, including requests for copies of the Corporation ’ s financial statements and
management ’ s discussion and analysis for the year ended March 31, 2026 may be directed to the
Corporation. Additional financial information is provided in the Corporation ’ s comparative financial
statements and management ’ s discussion and analysis for the year ended March 31, 2026 which are also
available on SEDAR+.
- 22 -
APPROVAL
The contents of this Circular and the sending thereof to the Shareholders have been approved by the Board.
DATED this 8 th day of September, 2026.
BY ORDER OF THE BOARD OF DIRECTORS
OF VERDERA ENERGY CORP.
(sg) “ Janet Lee-Sheriff ”
Janet Lee-Sheriff
Chief Executive Officer & Director
- 23 -
SCHEDULE “A”
VERDERA ENERGY CORP.
Audit Committee Charter
1
AUDIT COMMITTEE CHARTER
The Audit Committee (the “Committee”) of Verdera Energy Corp. (the “Company”) is a designated
committee of the Board of Directors (the “Board) to which the B oard delegates its responsibilities for the
oversight of the accounting and financial reporting process es and the audit of its financial statement s. In
addition, the Committee is generally responsible for the oversight of the Company's financial investment
transactions, cash management, policies and guidelines, including review of investment manager selection
(if any), establishment of investment benchmarks, and oversight of investment risk management exposure
policies and guidelines collectively (“Financial Investments”).
Committee Mandate
The Committee will:
Accounting and Financial Reporting Oversight
(a) prior to public disclosure, review and provide a recommendation to the Board with respect to the
approval of:
(i) the Company’s annual audited financial statements and M anagement’s D iscussion and
A nalysis (MD&A) (as defined in National Instrument 51 - 102) of the Company; and
(ii) the corresponding auditor’s report ( if any ) prepared in relation to those financial statements,
(b) prior to public disclosure, review and approve the Company’s interim financial statements and
MD&A,
(c) review the Company’s annual and interim earnings press releases before the Company publicly
discloses this information,
(d) e nsure that adequate procedures are in place for review ing financial information extracted or
derived from the Company’s financial statements and periodically assess the adequacy of those
procedures,
(e) recommend to the Board:
Approved by the Board of Directors July 29, 2025
2
(i) the external auditor to be nominated for the purpose of preparing or issuing an auditor’s
report or performing other audit, review or attest services for the Company; and
(ii) the compensation of the external auditor, including approval of any non - audit services in
accordance with NI 52 - 110 and Canadian independence standards.
(f) o versee the external auditor’s work, including resolving any disagreements between management
and the auditor regarding financial reporting.
,
(g) a t least annually, discuss with the external auditors their audit plans, including the adequacy of
staffing and compensation.
(h) ensure that the external audit firm has a process in place for the rotation of the lead audit partner
and other audit partners, as required under Canadian independence standards.
(i) monitor, evaluate and report to the Board on the integrity of the financial reporting process and the
system of internal controls established by management and the Board,
(j) monitor the management of the principal risks that could impact the financial reporting of the
Company,
(k) establish procedures for:
(i) the receipt, retention and treatment of complaints received by the Company regarding
accounting, internal accounting controls, or auditing matters; and
(ii) the confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters,
(l) pre - approve all non - audit services to be provided to the Company or its subsidiaries by the
Company’s external auditor , ensuring compliance with NI 52 - 110
(m) review and approve the Company’s hiring policies regarding partners, employees and former
partners and employees of the present and former external auditor of the Company,
(n) ensure the integrity of disclosure controls and internal controls over financial reporting,
understand the process utilized by the Chief Executive Officer and the Chief Financial Officer to
comply with National Instrument 52 - 109,
(o) a nnually review accounting policies and access necessary changes considering the Company’s
activities and market capitalization,
Approved by the Board of Directors July 29, 2025
3
(p) review and recommend to the Board any changes to accounting policies,
(q) a ssess opportunities and risks inherent in the Company’s financial management and evaluate the
effectiveness of related controls , and
(r) review major transactions , including acquisitions, divestitures and funding.
The Committee shall have access to the books and records of the Company that the Committee consider s
relevant to carrying out its duties and may require any officer or employee of the Company to attend
meetings of the Committee and provide to it any information available to the Company relevant to the
Committee's activities, except as the Board may otherwise direct.
The Committee shall have the authority to conduct any investigation appropriate to fulfill its responsibilities.
The Committee shall annually review the Audit Committee Charter and, if required, recommend
modifications to the Board.
Composition of the Committee
The Committee will be composed of at least 3 directors , including one designated chairperson. A majority
of the Committee will be composed of independent directors and a ll members of the Committee will be
financially literate , as defined by applicable legislation, stock exchange listing requirements and NI 52 - 110.
If, upon appointment, a member of the Committee is not financially literate as required, the person will be
provided a three - month period in which to achieve the required level of literacy.
Authority
The Committee has the authority to engage independent counsel and other advisors as it deems necessary
to carry out its duties and the Committee will set the compensation for such advisors.
The Committee has the authority to communicate directly with and to meet with the external auditors and
the internal auditor, without management involvement. This extends to requiring the external auditor to
report directly to the Committee.
T he Committee will keep the Board and management informed of its activities.
Reporting
The Committee reporting obligations include:
(a) reporting to the Board on the proceedings of each committee meeting and on the
Approved by the Board of Directors July 29, 2025
4
Committee’s recommendations at the next regularly scheduled Board meeting; and
(b) reviewing, and reporting to the Board on its concurrence with, the disclosure required by Form 52 -
110F2 in any management information circular prepared by the Company.
This Charter shall remain in effect until amended or repealed by the Board of Directors.
Approved by the Board of Directors July 29, 2025
Exhibit 99.2
NOTICE AND ACCESS NOTIFICATION
TO SHAREHOLDERS OF VERDERA ENERGY CORP.
Meeting Date and Time: Monday, October 19, 2026 at 10:00 a.m. (Pacific Time)
Location: 1200-750 W. Pender Street, Vancouver, British Columbia, V6C 2T8
You are receiving this notice as Verdera Energy Corp. (the "Corporation") has elected to use the notice-and-access model for delivery of meeting materials to its registered and non-registered shareholders ("Shareholders"). Under notice-and-access, Shareholders receive a form of proxy or voting instruction form enabling them to vote at the Corporation’s Annual General Meeting (the "Meeting"). However, instead of receiving a paper copy of the Management Information Circular (the "Circular"), Notice of Meeting, annual financial statements and related management’s discussion and analysis (together the "Meeting Materials"), Shareholders receive this notice with information on how they may access the Meeting Materials electronically. Shareholders should follow the instructions below to view the Meeting Materials on the internet. This communication presents only an overview of the more complete Meeting Materials that are available to Shareholders on the internet.
MATTERS TO BE VOTED UPON AT THE MEETING
The matters to be considered at the Meeting are listed below, as further described in the Circular:
| 1. | to receive and consider the audited financial statements of the Corporation for the fiscal year ended March 31, 2026, together with the reports of the auditors thereon; |
| 2. | to elect the directors of the Corporation for the ensuing year; |
| 3. | to appoint De Visser Gray LLP as the auditors of the Corporation for the ensuing year and to authorize the directors to fix the auditor’s remuneration; |
| 4. | to consider and, if deemed advisable, pass an ordinary resolution ratifying, confirming and approving the Corporation’s 2026 Equity Incentive Plan, as more particularly described in the accompanying Circular; |
| 5. | to transact such other business as may properly be brought before the Meeting or any adjournment or postponement thereof. |
HOW TO ACCESS THE MATERIALS ONLINE
The Meeting Materials, including the Circular, can be found under the Corporation’s profile on SEDAR+ at www.sedarplus.ca and at https://verderauranium.com.
SHAREHOLDERS ARE REMINDED TO REVIEW THE MEETING MATERIALS PRIOR TO VOTING.
HOW TO OBTAIN PAPER COPIES OF THE PROXY MATERIALS
Shareholders may request to receive paper copies of the Meeting Materials by mail at no cost. Shareholders wishing to receive paper copies in advance of the Meeting should make their request sufficiently in advance of the proxy deadline to allow time to receive and review the materials before voting. Shareholders may request a paper copy of the Meeting Materials for up to one year from the date the Meeting Materials were filed on www.sedarplus.ca.
For more information regarding notice-and-access or to obtain a paper copy of the Meeting Materials, please contact Uplisting Advisory Services Inc. toll-free at 1-855-UPLIST-1 or contact the Secretary of the Corporation.
VOTING
To vote your securities, please refer to the instructions on your enclosed Proxy or Voting Instruction Form (“VIF”). Registered Shareholder proxies must be received no later than October 15, 2026 at 10:00 a.m. (Pacific Time), or two business days preceding the date of any adjournment or postponement. Non-registered Shareholders should complete and return their VIF in accordance with the instructions and deadline specified by their broker or other intermediary.
| VOTING METHODS | ||
| INTERNET | Visit https://uplisting.holderaccess.com/pxlogin and enter your control number. | |
| Complete, sign and date the proxy form and email to voteproxy@uplistadvisory.com | ||
| FACSIMILE | Complete, sign and date the proxy form and fax to 647-932-1796 | |
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Exhibit 99.3
FORM OF PROXY
Annual General Meeting of Shareholders | October 19, 2026
This proxy is solicited on behalf of management of Verdera Energy Corp. (the “Corporation”) and is for use at the Annual Gene ral
Meeting of Shareholders to be held at 1200 - 750 W. Pender Street, Vancouver, British Columbia, V6C 2T8 on October 19, 2026 at 10 :00
a.m. (Pacific Time).
Please vote your shares prior to the Proxy Deadline using one of the following options:
VOTING METHODS
Visit https://uplisting.holderaccess.com/pxlogin enter your control
INTERNET
number.
Complete, sign and date the proxy form and email to
EMAIL
voteproxy@uplistadvisory.com
FACSIMILE Complete, sign and date the proxy form and fax to 647 - 932 - 1796
Uplisting Advisory Services Inc., 100 King Street West, Suite 5700,
MAIL
Toronto, ON M5X 1C7
Control Number: Shares to Vote:
Meeting Date: October 19, 2026
Record Date: September 8, 2026
Proxy Deadline: October 15, 2026
The undersigned, being a shareholder of the Corporation, hereby appoints Janet Lee - Sheriff, Chief Executive Officer and Director, or
failing her, Scott Davis, Chief Financial Officer, or instead of either of them, the following appointee:
________________________________________ ________________________________________
Please Print Appointee Name Please Print Email of Appointee
as proxyholder, with power of substitution, to attend, act and vote on behalf of the undersigned at the Meeting and at any ad journment or
postponement thereof, in accordance with the voting instructions below.
- PLEASE SEE VOTING GUIDELINES ON REVERSE -
MATTER FOR WITHHOLD
1 . Election of William Sheriff as a director of
□ □
the Corporation.
2 . Election of Janet Lee - Sheriff as a director
□ □
of the Corporation.
3 . Election of Mark Pelizza as a director of
□ □
the Corporation.
4 . Election of Kevin Bambrough as a
□ □
director of the Corporation.
5 . Election of Jon Indall as a director of the
□ □
Corporation.
6 . Election of Gregory Hayes as a director of
□ □
the Corporation.
7 . Appointment of De Visser Gray LLP as
auditor of the Corporation for the ensuing
□ □
year and authorization of the directors to fix
the auditor’s remuneration.
8. Approval of the Corporation’s 2026
Equity Incentive Plan, as more particularly FOR AGAINST
described in the Management Information □ □
Circular.
If no voting direction is given, the management nominees intend to vote FOR each matter listed above.
This proxy also confers discretionary authority with respect to amendments or variations to the matters identified in the Notice of Meeting
and with respect to other matters that may properly come before the Meeting or any adjournment or postponement thereof.
____________________________ ____________________________ ______________
Please Print Name Signature of Shareholder Dated
This Proxy MUST BE SIGNED. This signed Proxy revokes and supersedes all previously dated and signed proxies.
VERDERA ENERGY CORP.
PROXY VOTING GUIDELINES
1. MANAGEMENT SOLICITATION.
This proxy is solicited by management of the Corporation.
2. VOTING.
The Common Shares represented by this proxy will be voted or withheld from voting in accordance with the instructions given. Where no
choice is specified, the proxy will be voted FOR the matters listed on page 1.
3. ALTERNATE PROXYHOLDER.
A shareholder has the right to appoint a person who need not be a shareholder, other than the management nominees named in th is
proxy. To do so, print the person’s name in the space provided on page 1.
4. EXECUTION.
The proxy must be signed by the shareholder or the shareholder’s attorney duly authorized in writing. If the shareholder is a corporation,
the proxy must be executed by a duly authorized officer or attorney.
5. REVOCATION.
A shareholder may revoke a proxy in accordance with the procedures described in the Management Information Circular.
RETURN OF PROXY
10:00 a.m. (Pacific time) on October 15, 2026, or two business
Deadline
days preceding any adjournment or postponement.
Uplisting Advisory Services Inc.
Mail / Delivery
100 King Street West, Suite 5700, Toronto, Ontario M5X 1C7
Facsimile 647 - 932 - 1796
voteproxy@uplistadvisory.com
Email
NON - REGISTERED SHAREHOLDERS
If your Common Shares are held through a broker, bank, trust company or other intermediary, follow the voting instructions pr ovided by
your intermediary. The procedures and applicable deadline may differ from those applicable to registered shareholders.
PLEASE REVIEW THE MANAGEMENT INFORMATION CIRCULAR BEFORE VOTING.
VERDERA ENERGY CORP.
( the “ Issuer ”)
Request for Financial Statements
In accordance with National Instrument 51 - 102 – Continuous Disclosure Obligations , registered and
beneficial shareholders may elect annual ly to receive interim (quarterly) financial statements and
corresponding management discussion and analysis (“MD&A”) and/or annual f inancial s tatement s and
MD&A . If you wish to receive these documents by mail or email , please return this completed form to:
Verdera Energy Corp.
c/o Uplisting Advisory Services Inc.
100 King Street West, Suite 5700
Toronto, ON M5X 1C7
info@uplistadvisory.com
Rather than receiving the financial statements by mail , you may choose to view these documents on the
SEDAR + website at www.sedarplus.c a .
SHAREHOLDER REGISTRATION ( Please provide the name in which your shares are currently registered)
Street Address
City Prov ince /State Postal/Zip Code
Country (if not Canada or the USA) Email Address
Please send me the following:
Annual Financial Statements with MD&A
(Mark this box if you would like to receive the Annual Financial Statements and related MD&A)
Interim Financial Statements with MD&A
(Mark this box if you would like to receive the Interim Financial Statements and related MD&A)
I HEREBY CERTIFY that I am a registered and/or beneficial holder of the Issuer , and as such, request that my name
be placed on the Issuer’s Mailing List in respect to its annual and/or interim financial statements and MD&A for the
current financial year. If I have provided my email address above , I hereby consent to its use for the delivery by the
Issuer or its agent of annual and/or interim financial statements by email.
SIGN ED: ________________________ ____ DATE:
(Signat u re of Shareholder)
Exhibit 99.4
Verdera Energy Announces Form F-1 Declared Effective by the SEC
Provides Update on the Distribution of Verdera Common Shares to the Shareholders of enCore Energy Corp.
TSX-V:V
OTCQB: VUECF
VANCOUVER, BC, Sept. 15, 2026 /CNW/ -- Verdera Energy Corp. (TSXV: V) (OTCQB: VUECF) (the “Company” or “Verdera”) today announced that its registration statement on Form F-1 was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on September 14, 2026. The registration statement was filed in accordance with the Share Purchase Agreement with enCore Energy Corp. (“enCore”) (NASDAQ, TSXV:EU) and registers the distribution of 35,000,000 Verdera common shares (the “Distribution Shares”) held by enCore to its shareholders. Details of the Share Purchase Agreement were previously announced on March 18, 2025. enCore has set a record date of September 25, 2026 for the distribution of the Distribution Shares as a special dividend payable on September 30, 2026 to enCore shareholders of record. A total of 14,000,000 of the Distribution Shares will be subject to restrictions on transfer expiring in equal releases on November 20, 2026 and February 20, 2027.
Verdera and enCore entered into (i) a Share Purchase Agreement, dated March 17, 2025, pursuant to which, among other things, enCore was issued 50,000,000 non-voting preferred shares of Verdera (the “Consideration Shares”) and (ii) a Side Letter dated April 4, 2025, by and between enCore and Verdera, pursuant to which Verdera agreed to register the common shares issuable on conversion of the Consideration Shares under the Securities Act of 1933, as amended (the “Securities Act”) and enCore agreed, subject to the satisfaction of certain conditions, including, but not limited to, the effectiveness of a resale registration statement of Verdera, to elect to convert 35,000,000 Consideration Shares into Verdera common shares and set a record date for, and complete, enCore’s distribution of such shares to its shareholders by way of special dividend.
The distribution is subject to the completion of all necessary filings with and receipt of all approvals from the Nasdaq Capital Market LLC and the TSX Venture Exchange.
The distribution of the Distribution Shares is being completed pursuant to the effective F-1 registration statement (No. 333-295440) of Verdera. Shareholders of enCore who receive the Distribution Shares in the dividend distribution should read the prospectus in the registration statement and other documents Verdera has filed with the SEC for more complete information about Verdera and the distribution of the Distribution Shares. The distribution will be made only by means of a final prospectus Verdera will file with the SEC. Copies of the registration statement and the prospectus contained therein and the final prospectus, when available, related to the distribution can be obtained for free by visiting the SEC’s website at https://www.sec.gov. Alternatively, copies may be obtained by contacting Verdera Energy Corp., #250 – 750 West Pender St., Vancouver, British Columbia, V6C 2T7, Canada, attention: Corporate Secretary.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration and qualification under the securities laws of such state or jurisdiction.
About Verdera Energy Corp.
Verdera Energy Corp. is focused on the development of In-Situ Recovery (“ISR”) uranium assets in New Mexico. With the largest land position in a prolific uranium district, and the largest uranium endowment among U.S.-focused public uranium exploration companies, Verdera is working to meet the growing demand for clean, reliable domestic uranium. Led by a team with extensive experience in the uranium and natural resources sector, Verdera holds private mineral rights spanning approximately 400 square miles, 88 million pounds of known and historic resources and a significant proprietary uranium database. New Mexico, with expansive uranium resources, is positioned as a critical district in the U.S. domestic nuclear renaissance, driven by efforts to reduce reliance on foreign imports. Verdera is committed to fostering strong community relations and strives to work closely with local communities.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Cautionary Note Regarding Forward Looking Statements:
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and Canadian securities laws that are based on management’s current expectations, assumptions and beliefs.
Forward-looking statements can often be identified by such words as “anticipates”, “will”, “may”, “expects”, “plans”, “believes”, “intends”, “estimates”, “projects”, “continue”, “potential”, and similar expressions or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, or “will” be taken.
Forward-looking statements and information in this news release include, but are not limited to, statements regarding the proposed conversion of Verdera Class A preferred shares held by enCore into Verdera common shares, the proposed distribution of Verdera common shares to enCore shareholders, the timing, terms and completion of such distribution, the record date and distribution date, the receipt of any required approvals from the Nasdaq Capital Market LLC, the TSX Venture Exchange, any clearing house or any other regulatory authority, and the Company’s future plans, objectives, expectations and intentions. Forward-looking statements are not guarantees of future results and are subject to important risk factors and uncertainties, many of which are beyond Verdera’s ability to control or predict, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.
A number of important factors could cause actual results or events to differ materially from those indicated or implied by such forward-looking statements, including, without limitation, risks that the proposed conversion or distribution may be delayed, modified or not completed at all; that required approvals, consents or confirmations from any stock exchange, clearing house or regulatory authority may not be obtained on the anticipated timeline or at all; that the record date, distribution date, number of shares to be distributed or applicable transfer restrictions may change; that conditions to the proposed distribution may not be satisfied or waived; and the risks described in Verdera’s filings on SEDAR+ and with the SEC. Should one or more of these risks materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Verdera assumes no obligation to update the information in this communication, except as required by law. Additional information identifying risks and uncertainties is contained in filings by Verdera with the respective securities commissions which are available online at www.sec.gov and www.sedarplus.ca.
Forward-looking statements are provided for the purpose of providing information about the current expectations, beliefs and plans of management. Such statements may not be appropriate for other purposes and readers should not place undue reliance on these forward-looking statements, that speak only as of the date hereof, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement.
| ● | View original content to download multimedia: |
https://www.prnewswire.com/news-releases/verdera-energy-announces-form-f-1-declared-effective-by-the-sec-302878425.html SOURCE Verdera Energy Corp.
| ● | View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2026/15/c2369.html |
%SEDAR: 00055735E
For further information: For further information, please contact: Verdera Energy Corp., Janet Lee Sheriff, Chief Executive Officer, (214) 304-9552, info@verderauranium.com
CO: Verdera Energy Corp.
CNW 07:00e 15-SEP-26
Exhibit 99.5
Verdera Energy Engages North Star Investor Relations
VANCOUVER, BC, Sept. 17, 2026 /CNW/ -- Verdera Energy Corp. (TSXV: V) (OTCQB: VUECF) (“Verdera” or the “Company”) announced today that the Company has engaged North Star Investor Relations Inc. (“North Star”) to provide investor relations consulting services pursuant to a consulting agreement effective September 15, 2026. North Star will support the Company’s investor relations activities, including shareholder outreach, capital markets intelligence, media communications and the coordination of press releases.
Under the Consulting Agreement, the Company will pay North Star a monthly cash retainer of CAD $10,000 for an initial one-year term. The Agreement may be renewed at the end of the one-year term, to be mutually agreed upon between the Company and North Star, and may be terminated by either party upon 30-days prior written notice. North Star is owned by Graham Farrell and has an office in 130 King St. W #1900 Toronto, ON M5X 2A2 and can be reached at graham@northstarir.ca. North Star and its principals are at arm’s length to the Company and, to the knowledge of the Company, held no securities of the Company at the time the agreement was entered into.
The provision of services by North Star under consulting agreement is subject to TSXV approval.
About Verdera Energy Corp.
Verdera Energy Corp. is focused on the development of In-Situ Recovery (“ISR”) uranium assets in New Mexico. With the largest land position in a prolific uranium district, and the largest uranium endowment among U.S.-focused public uranium exploration companies, Verdera is working to meet the growing demand for clean, reliable domestic uranium. Led by a team with extensive experience in the uranium and natural resources sector, Verdera holds private mineral rights spanning approximately 400 square miles, 88 million pounds of known and historic resources and a significant proprietary uranium database. New Mexico, with expansive uranium resources, is positioned as a critical district in the U.S. domestic nuclear renaissance, driven by efforts to reduce reliance on foreign imports. Verdera is committed to fostering strong community relations and strives to work closely with local communities.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary and Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements regarding the Company’s engagement of North Star Investor Relations Inc., the anticipated provision of investor relations consulting services by North Star, the expected scope and benefits of such services, the Company’s investor relations activities, the coordination of shareholder outreach, capital markets intelligence, media communications and press releases, and the receipt of approval from the TSX Venture Exchange. Forward-looking information is based on management’s current expectations, estimates, projections and assumptions as of the date of this news release and is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, among others, the risk that the required approval of the TSX Venture Exchange may not be obtained, that investor relations activities may not increase investor awareness, liquidity or market interest in the Company, and other risks described in the Company’s public disclosure record. Readers are cautioned not to place undue reliance on forward-looking information. The Company does not undertake to update or revise any forward-looking information, except as required by applicable securities laws.
| ● | View original content to download multimedia: |
https://www.prnewswire.com/news-releases/verdera-energy-engages-north-star-investor-relations-302881190.html SOURCE Verdera Energy Corp.
| ● | View original content to download multimedia: |
http://www.newswire.ca/en/releases/archive/September2026/17/c8779.html
%SEDAR: 00055735E
For further information: For further information, please contact: Verdera Energy Corp., Janet Lee Sheriff, Chief Executive Officer, (214) 304-9552, info@verderauranium.com, www.verderauranium.com
CO: Verdera Energy Corp.
CNW 07:00e 17-SEP-26
Exhibit 99.6
NEWS RELEASE
TSXV: V OTCQB: VUECF
September 24, 2026 www.verderauranium.com
Verdera Announces Intention to Commence Normal Course Issuer Bid; Company to Host Conference Call and Webcast
September 24, 2026 – Vancouver, British Columbia – Verdera Energy Corp. (TSXV: V) (OTCQB: VUECF) (“Verdera” or the “Company”) announces today its intention to effect a normal course issuer bid (the “NCIB”) through the facilities of the TSX Venture Exchange (the “TSXV”). The Company also announces it will host a conference call and webcast at 11:30 AM ET on Monday, September 28, 2026, to update Verdera and enCore Energy Corp. (NASDAQ: EU; TSXV: EU) (“enCore”) shareholders in advance of the planned distribution of Verdera shares to enCore shareholders.
Normal Course Issuer Bid
The Company may, during the 12-month period commencing September 29, 2026 and ending September 28, 2027, purchase on the TSXV up to 3,793,152 of its common shares in total, representing approximately 10% of the Company’s public float and approximately 5% of the 75,782,993 common shares issued and outstanding as of September 23, 2026. Purchases will be conducted on the open market through the facilities of the TSXV at prevailing market prices at the time of acquisition, subject to the pricing limitations set out in TSX Venture Exchange policies. The Company has retained Haywood Securities Inc. to effect purchases on its behalf pursuant to the NCIB. The Company believes that the purchase of the Company’s common shares at current price levels represents an attractive and appropriate use of available corporate funds.
The timing and extent of any purchases under the NCIB will depend on market conditions and other corporate considerations, as determined by management. The Company may suspend or terminate purchases at any time. The Company has not purchased any of its common shares within the past 12 months. Shares purchased by the Company pursuant to the NCIB will be cancelled.
Corporate Update and Webcast
As previously announced on September 15, 2026, enCore has set a record date of September 25, 2026 for the distribution of Verdera common shares (the “Distribution Shares”) as a special dividend payable on September 30, 2026 to enCore shareholders of record. A total of 14,000,000 of the Distribution Shares will be subject to restrictions on transfer expiring in two equal tranches on November 20, 2026 and February 20, 2027.
The conference call and webcast will be held at 11:30 AM ET on Monday, September 28, 2026. To register for the webcast, please visit: https://app.webinar.net/AkO61rYeo5G or join by phone toll-free at 1-888-510-2154. A replay will be available to registered attendees and will be posted on the Company’s website.
About Verdera Energy Corp.
Verdera Energy Corp. is focused on the development of In-Situ Recovery (“ISR”) uranium assets in New Mexico. Led by a team with extensive experience in the uranium and natural resources sector, Verdera is working to meet the growing demand for clean, reliable domestic uranium in the United States. Verdera holds private mineral rights spanning approximately 400 square miles, 88 million pounds of known and historic resources and a significant proprietary uranium database. New Mexico, with expansive uranium resources, is positioned as a critical district in the U.S. domestic nuclear renaissance, driven by efforts to reduce reliance on foreign imports. Verdera is committed to fostering strong community relations and strives to work closely with local communities.
For more information, contact:
Valerie Kimball
P: 720-933-1150
E: info@verderauranium.com
www.verderauranium.com
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “may”, “will”, “expect”, “intend”, “believe” and similar expressions is intended to identify forward-looking information or statements. More particularly, and without limitation, this news release contains forward-looking statements and information relating to the Company’s intentions with respect to the NCIB, the effects of repurchases of the Company’s common shares and purchases thereunder, the timing of the conference call and webcast, the distribution of the Distribution Shares by enCore and the release of transfer restrictions on certain Distribution Shares. These statements are based on the Company’s beliefs and assumptions based on information available at the time the assumptions were made. These statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contemplated by the forward-looking statements. Some of the factors that could cause such differences include: any significant changes to common share price or trading volume; continued availability of capital for the purposes of the NCIB; and the completion of the distribution of the Distribution Shares by enCore as anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements or forward-looking information, which reffect the Company’s expectations only as of the date of this news release. The Company disclaims any intention or obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Exhibit 99.7
Verdera Energy Closes Sale of Treeline Uranium Project, New Mexico
Retains 1.5% royalty and receives cash and Americas Uranium shares, with an additional C$1.8 million in shares issuable over the next 36 months
TSX-V:V OTCQB: VUECF
www.verderauranium.com
Vancouver, BC, Sept. 24, 2026 /CNW/ -- Verdera Energy Corp. (TSXV: V) (OTCQB: VUECF) (“Verdera” or the “Company”) is pleased to announce that, further to its news release dated September 2, 2026, the Company has completed the sale of a 100% interest in the Treeline Uranium Project located in Cibola and McKinley Counties, New Mexico (the “Treeline Project”) to Americas Uranium Corp. (CSE: NUCA) (OTCQB: ASRFF) (FSE: WA7) (“Americas Uranium”) (the “Transaction”), pursuant to the previously announced Mineral Property Purchase and Sale Agreement. The Transaction closed on September 24, 2026 (the “Closing Date”).
Transaction Highlights
| ● | US$100,000 in cash received on closing; |
| ● | 701,754 common shares of Americas Uranium received on closing at a deemed price of C$0.285 per share (C$200,000), subject to a statutory hold period of four months and one day from the Closing Date; |
| ● | A further C$1,800,000 in Americas Uranium common shares issuable to Verdera in staged tranches over the 36 months following the Closing Date, for total share consideration of C$2,000,000; |
| ● | Verdera retains a 1.5% net proceeds royalty on uranium and a 1.5% net smelter returns royalty on other minerals produced from the Treeline Project (the “Vendor Royalty”). Americas Uranium may reduce the Vendor Royalty to 1.0% at any time by paying Verdera C$400,000. |
Janet Lee-Sheriff, Chief Executive Officer of Verdera, commented:
“Closing the Treeline sale shows the value embedded in our New Mexico database beyond our core properties. We have turned a non-core exploration asset into cash, an equity position in an active explorer and a retained royalty, which keeps Verdera shareholders exposed to any success at Treeline at no further cost to the Company. It also allows our team and our capital to stay focused on advancing our four large-scale ISR uranium properties.”
About Verdera Energy Corp.
Verdera Energy Corp. is focused on the development of In-Situ Recovery (“ISR”) uranium assets in New Mexico. With the largest land position in a prolific uranium district, and the largest uranium endowment among U.S.-focused public uranium exploration companies, Verdera is working to meet the growing demand for clean, reliable domestic uranium. Led by a team with extensive experience in the uranium and natural resources sector, Verdera holds private mineral rights spanning approximately 400 square miles, 88 million pounds of known and historic resources and a significant proprietary uranium database. New Mexico, with expansive uranium resources, is positioned as a critical district in the U.S. domestic nuclear renaissance, driven by efforts to reduce reliance on foreign imports. Verdera is committed to fostering strong community relations and strives to work closely with local communities.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Cautionary and Forward-Looking Statements
This news release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information includes, but is not limited to, statements regarding the Company’s expected receipt of the remaining C$1.8 million in Americas Uranium common shares issuable in staged tranches over the 36 months following the Closing Date; the potential future value of the Vendor Royalty; the anticipated benefits of the Transaction to the Company and its shareholders; the Company’s ability to realize value from its New Mexico uranium database and property portfolio; and the Company’s plans to advance its key projects and pursue additional opportunities.
Forward-looking information is based on management’s current expectations, estimates, projections and assumptions as of the date of this news release and is subject to known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking information. These risks and uncertainties include, among others, the risk that the Company may not receive the remaining share consideration when expected or at all; that the value of Americas Uranium shares may fluctuate; that the Vendor Royalty may not generate future payments or value; that the anticipated benefits of the Transaction may not be realized; that market, regulatory, operational or commodity-price conditions may change; and other risks described in the Company’s public disclosure record. Readers are cautioned not to place undue reliance on forward-looking information. The Company does not undertake to update or revise any forward-looking information, except as required by applicable securities laws.
| ● | View original content to download multimedia: |
https://www.prnewswire.com/news-releases/verdera-energy-closes-sale-of-treeline-uranium-project-new-mexico-302889736.html SOURCE Verdera Energy Corp.
| ● | View original content to download multimedia: http://www.newswire.ca/en/releases/archive/September2026/24/c8294.html |
%SEDAR: 00055735E
For further information: For further information, please contact: Verdera Energy Corp. ; Valerie Kimball, Director of Communications, info@verderauranium.com, 720.933.1150, www.verderauranium.com ; Graham Farrell, Investor Relations, graham@northstarir.ca, 416.842.9003
CO: Verdera Energy Corp.
CNW 16:35e 24-SEP-26