Belo Horizonte, Brazil. Verde AgriTech Ltd (TSX: “NPK”) (“OTCMKTS: “VNPKF“) (“Verde” or the “Company”) informs that roadworks it was performing for increased truck accessibility to and from its second plant (“Plant 2”)[1] incurred unforeseen groundwater issues. The solution is already engineered and being implemented. As a consequence, over the next 4 to 8 weeks, limited delivery of Plant 2’s production will be possible, with an impact to the Company’s 2022 results.
Plant 2 is ramping up production to 1.2 million tonnes per year (“Mtpy”) of Verde’s multinutrient potassium product, K Forte®, sold internationally as Super Greensand® (the “Product”). As part of Plant 2’s logistics, the Company has been upgrading road infrastructure, including 22 kms of roads, 14 kms of asphalting, and the construction of a new bridge. At its peak, the Company employed 350 people in the construction works of Plant 2 and correlated infrastructure, currently 125 people are working on the road foundation to overcome the groundwater issues.
The unforeseen groundwater, which placed in risk structural stability, was detected in two critical points of the road. The preceding geotechnical drilling had not uncovered the risk areas and palliative groundworks proved insufficient to adequately remediate the situation. The revamped foundation work will delay the road’s operability. Therefore, the renewed road will only support Plant 2’s output in Q4 2022.
2022 Guidance
Brazilian agricultural seasonality sees peak demand for Product in Q3 and early Q4. Plant 1 is operating at capacity to meet that demand but Plant 2’s delayed output will miss most of the 2022 season’s peak demand, thereby negatively impacting the Company’s full year volume. Verde is still in line to meet its original 2022 Guidance,[2] as revised below for Q3 and Q4 in comparison with the realized results for Q1 and Q2 2022:
Period |
Q1 2022 |
Q2 2022 |
Q3 2022 |
Q4 2022 |
FY 2022 |
Guidance |
Original Jan 2022 |
Achieved in Q1 2022 |
Original Jan 2022 |
Achieved in Q2 2022 |
Original Jan 2022 |
Revised Sep 2022 |
Original Jan 2022 |
Revised Sep 2022 |
Original Jan 2022 |
Revised Sep 2022 |
EPS (C$) |
0.02 |
0.06 |
0.18 |
0.19 |
0.25 |
0.12 |
0.06 |
0.13 |
0.50 |
0.50 |
EBITDA (C$’000)[3] |
1,358 |
3,678 |
10,155 |
10,765 |
13,414 |
8,040 |
3,506 |
8,808 |
28,433 |
31,291 |
Revenue (C$’000) |
10,070 |
11,304 |
21,954 |
24,861 |
27,228 |
24,691 |
13,011 |
25,762 |
72,263 |
86,618 |
Sales target (tonnes) |
115,000 |
111,667 |
200,000 |
202,255 |
250,000 |
188,000 |
135,000 |
198,078 |
700,000 |
700,000 |
Following the lower than expected deliveries from Plant 2 because of logistical issues during Q3 2022, the original 2022 annual Guidance is expected to be achieved thanks to Plant 1’s continued operation at capacity and Plant 2´s successful commissioning and dispatch of Product within the next 4 to 8 weeks.
Client´s demand for Product continues to outstrip current delivery capacity. The Company is offering discounts for Q4 2022 and Q1 2023 delivery, in order to maximise Plant 2 output in those seasonally weak months, as well as to generate more market penetration.
For 2023, Verde’s sales volume target remains unchanged at a minimum of 2 Mtpy tonnes of Product. Construction of Plant 3, which is expected to add a further 10 Mtpy of Product, is pending government permits and is therefore expected to begin construction in 2024.
Plant 1 and 2 Capacity Expansion
Over the years, Verde has optimized processing routes and machinery calibration. Therefore, in light of such experience, both Plants 1 and 2 are being re-assessed to determine how equipment and process optimization will enable increased production volumes beyond their current nominal capacities. To implement the potential upgrades, Verde will apply for relevant government licences for total Plant 1 and 2 capacity exceeding 2.8 Mtpy.
Paid for Growth
Paid for Growth (“P4G”) strategy, a cornerstone program aimed at distributing gains to shareholders either through share buyback or dividends,[4] will be withheld for 2022 in order to ensure Verde’s continued accelerated expansion, including Plant 2 and Plant 3, without issuance of new shareholder-diluting equity. P4G is expected to distribute Verde’s first gains to shareholders in 2023.
“While it is disappointing to face a delay at the very end of what has otherwise been a ´non-equity financed´ construction of Plant 2, we are pleased by the overall pace and safety of the endeavour. Supported by the growing demand from current and new clients, at Verde we look forward to a future of sustainable and steadily expanding production. In that spirit, we celebrate our Plant 2´s commissioning and our 2022 outlook for over 70% year-on-year growth of production. We hold our heads high and look forward to advance the P4G strategy and lead our market segment in Brazil in the near future,” commented Verde’s Founder, President & CEO, Cristiano Veloso.
Board Revision
Verde is concluding a renewal of its Board of Directors to better meet the threshold set by certain shareholder advisory firms, which have deemed part of its Board as ‘non-independent directors’ either because the directors hold too many shares in the Company or the directors have held extensive tenures. Therefore, the following directors will gracefully step down: Mr. Getúlio Fonseca, Mr. Paulo Sérgio Ribeiro and Mr. Michael St Aldwyn, who have served on the board of Verde over a combined 24 years.
Mr. Fonseca was appointed to the Board in 2007 and was a contributing member of the Audit Committee and the Chairman of the Compensation Committee.
Mr. Ribeiro was appointed to the Board in 2017 and was a contributing member of the Corporate Governance & Nominating Committee.
Mr. St Aldwyn was appointed to the Board in 2018 and was a contributing member of the Audit Committee, and Compensation Committee, also serving as the Chairman of the Corporate Governance & Nominating Committee, and as Lead Independent Director.
“We would like to thank Getúlio Fonseca, Paulo Sérgio Ribeiro and Michael St Aldwyn for their many years of service and contribution to Verde’s growth. Their experience and inputs were invaluable to the Company, for which I thank them on behalf of Verde’s team, our shareholders and stakeholders,” commented Mr. Veloso.
The Company will seize the opportunity to enhance Board diversity and, in light of Verde’s recent move to Singapore,[5] to comply with local regulations that mandate that at least one board member needs to be a Singaporean resident. The Board changes are expected to be concluded and announced in the following weeks, without material impact to Verde’s ongoing expansionary strategies.
About Verde AgriTech
Verde is an agricultural technology company that produces potash fertilizers. Our purpose is to improve the health of all people and the planet. Rooting our solutions in nature, we make agriculture healthier, more productive, and profitable.
Verde is a fully integrated company, from the mining and processing its main feedstock from its 100% owned mineral properties, to the Product sales processes, which also include direct technical advice for farmers, and distribution.
Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[6] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[7] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[8] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[9] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[10]
Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.
Corporate Presentation
For further information on the Company, please view shareholders’ deck:
https://verde.docsend.com/view/7ifqptdkh55cutpk
Investors Newsletter
Subscribe to receive the Company’s updates at:
http://cloud.marketing.verde.ag/InvestorsSubscription
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Cautionary Language and Forward-Looking Statements
All Mineral Reserve and Mineral Resources estimates reported by the Company were estimated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards (May 10, 2014). These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to:
- the estimated amount and grade of Mineral Resources and Mineral Reserves;
- the PFS representing a viable development option for the Project;
- estimates of the capital costs of constructing mine facilities and bringing a mine into production, of sustaining capital and the duration of financing payback periods;
- the estimated amount of future production, both produced and sold;
- timing of disclosure for the PFS and recommendations from the Special Committee;
- the Company’s competitive position in Brazil and demand for potash; and,
- estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
All forward-looking statements are based on Verde’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. The most significant assumptions are set forth above, but generally these assumptions include, but are not limited to:
- the presence of and continuity of resources and reserves at the Project at estimated grades;
- the geotechnical and metallurgical characteristics of rock conforming to sampled results; including the quantities of water and the quality of the water that must be diverted or treated during mining operations;
- the capacities and durability of various machinery and equipment;
- the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
- currency exchange rates;
- Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
- appropriate discount rates applied to the cash flows in the economic analysis;
- tax rates and royalty rates applicable to the proposed mining operation;
- the availability of acceptable financing under assumed structure and costs;
- anticipated mining losses and dilution;
- reasonable contingency requirements;
- success in realizing proposed operations;
- receipt of permits and other regulatory approvals on acceptable terms; and
- the fulfilment of environmental assessment commitments and arrangements with local
Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.
When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.
For additional information please contact:
Cristiano Veloso, Founder, Chairman & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: investor@verde.ag
www.investor.verde.ag | www.supergreensand.com | www.verde.ag
[1] See press release at: https://investor.verde.ag/verde-announces-commissioning-of-its-plant-2/
[2] See press release at: https://investor.verde.ag/verde-announces-2022-guidance-and-two-year-outlook/
[3] Before non-cash events.
[4] See press release at: https://investor.verde.ag/verde-announces-plans-for-first-distribution-of-gains-and-restructure/
[5] See release at: https://investor.verde.ag/verde-announces-completion-of-redomiciliation-process-to-singapore/
[6] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9
[7] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/
[8] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/
[9] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[10] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).
Belo Horizonte, Brazil. Verde AgriTech Ltd (TSX: “NPK”) (“OTCMKTS: “VNPKF“) (“Verde” or the “Company”) is pleased to announce that its second production plant (“Plant 2”) has been commissioned and is now ramping up production up to 1.2 million tonnes per year (“Mtpy”) of Verde’s multinutrient potassium product, K Forte®, sold internationally as Super Greensand® (the “Product”).
“Four years ago almost to the day, we were commissioning Verde’s Plant 1, which has since then ran practically continuously in order to meet the growing demand for Verde’s products. It is therefore timely to rev-up our Plant 2 at a moment when Brazilian potash demands peak and our products have established a track record of delivering optimal agricultural results because the combined total capacity of Plants 1 and 2 will establish Verde as Brazil’s largest potash producer. I take the opportunity to congratulate Verde’s team for its effort in concluding the commissioning of Plant 2″, commented Cristiano Veloso, Verde’s founder, and CEO.
Verde’s Plant 1 operates with a capacity of 0.6Mtpy. With Plant 2’s additional capacity of 1.2Mtpy after ramp up, the Company’s overall production capacity will be 2,000,000 tpy after. Plant 2 is already undergoing expansion to achieve 2.4Mtpy of capacity later in Q3 2022.
With Plant 2’s total capacity of 2.4Mtpy, the Verde’s overall production capacity is expected to be 3,000,000 tpy.
Verde’s 2022 guidance, as revised upwards on May 03, 2022,[1] provides for sales of 1,000,000 tonnes of Verde’s Product, with revenue of C$109.09 million, EBITDA of C$49.06 million and net earnings per share (“EPS”) of C$0.87. The 2023 guidance provides for sales of 2,000,000 tonnes.
Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[2] This amounts to 295.70 million tonnes of potash equivalent in K2O. In 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[3]
About Verde AgriTech
Verde is an agricultural technology company that produces potash fertilizers. Our purpose is to improve the health of all people and the planet. Rooting our solutions in nature, we make agriculture healthier, more productive, and profitable.
Verde is a fully integrated company, from the mining and processing its main feedstock from its 100% owned mineral properties, to the Product sales processes, which also include direct technical advice for farmers, and distribution.
Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[4] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[5] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[6] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[7] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[8]
Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.
Corporate Presentation
For further information on the Company, please view shareholders’ deck:
https://verde.docsend.com/view/qturggizxqtwcj62
Investors Newsletter
Subscribe to receive the Company’s updates at:
http://cloud.marketing.verde.ag/InvestorsSubscription
The last edition of the newsletter can be accessed at:
Cautionary Language and Forward-Looking Statements
All Mineral Reserve and Mineral Resources estimates reported by the Company were estimated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards (May 10, 2014). These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to:
- the estimated amount and grade of Mineral Resources and Mineral Reserves;
- the PFS representing a viable development option for the Project;
- estimates of the capital costs of constructing mine facilities and bringing a mine into production, of sustaining capital and the duration of financing payback periods;
- the estimated amount of future production, both produced and sold;
- timing of disclosure for the PFS and recommendations from the Special Committee;
- the Company’s competitive position in Brazil and demand for potash; and,
- estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
All forward-looking statements are based on Verde’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. The most significant assumptions are set forth above, but generally these assumptions include, but are not limited to:
- the presence of and continuity of resources and reserves at the Project at estimated grades;
- the geotechnical and metallurgical characteristics of rock conforming to sampled results; including the quantities of water and the quality of the water that must be diverted or treated during mining operations;
- the capacities and durability of various machinery and equipment;
- the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
- currency exchange rates;
- Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
- appropriate discount rates applied to the cash flows in the economic analysis;
- tax rates and royalty rates applicable to the proposed mining operation;
- the availability of acceptable financing under assumed structure and costs;
- anticipated mining losses and dilution;
- reasonable contingency requirements;
- success in realizing proposed operations;
- receipt of permits and other regulatory approvals on acceptable terms; and
- the fulfilment of environmental assessment commitments and arrangements with local
Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.
When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.
For additional information please contact:
Cristiano Veloso, Founder, Chairman & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: investor@verde.ag
www.investor.verde.ag | www.supergreensand.com | www.verde.ag
[1] See release at: https://investor.verde.ag/verdes-2022-guidance-and-two-year-outlook-revised-upwards/
[2] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[3] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).
[4] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9
[5] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/
[6] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/
[7] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[8] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).
Belo Horizonte, Brazil. Verde AgriTech Ltd (TSX: “NPK”) (“Verde” or the “Company”) is pleased to announce that it has entered a strategic partnership with Grupo Lavoro (“Lavoro”), the largest distributor of agricultural inputs in Latin America, to more swiftly open up new markets for Verde’s multinutrient potassium products, BAKS® and K Forte® sold internationally as Super Greensand® (the “Product”) in Brazil (the “Partnership”).
Lavoro operates over 190 stores, staffed by 2,500 employees in Brazil, many of whom are agronomists and farming specialists who work closely with its over 55,000 clients. Lavoro will be a distributor of Verde’s Products.
“There is an increasing demand for products that enable more sustainable food production methods. We are therefore proud to now offer Verde AgriTech’s Products to our portfolio, expanding the options for our clients”, commented Roberto Rosa, Lavoro’s Purchasing Director.
“Over the years, Verde has assembled a formidable sales team that supports our clients from the first contact all the way through to a successful harvest. Lavoro embodies many of our team’s values and competencies, but with a reach beyond Verde’s current geographical scope. Furthermore, Lavoro’s track record in promoting biological products in Brazil will help accelerate the successful uptake of K Forte-Bio Revolution, helping enable the fourth agricultural revolution through microorganisms across Brazil”, commented Cristiano Veloso, Verde’s founder, and CEO.
The Company’s 2022 guidance updated upwards on May 03, 2022[1] provides for sales of 1,000,000 tonnes of Verde’s Product, with revenue of C$109.09 million, EBITDA of C$49.06 million and net earnings per share (“EPS”) of C$0.87. The 2023 guidance provides for sales of 2,000,000 tonnes.
Verde currently operates Plant 1 with a capacity of 0.6 million tonnes per year (“Mtpy”). Plant 2 is on track for commissioning in Q3 2022 with an additional capacity of 2.4Mtpy. With Plant 2, the Company’s overall production capacity is expected to be 3,000,000 tpy, establishing Verde as Brazil’s largest potash producer by capacity. Plant 3’s construction is planned for 2023, and is expected to add 10Mtpy, which will allow the Company to produce up to 16.4% of the current national demand for potash.
Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[2] This amounts to 295.70 million tonnes of potash in K2O, sufficient to supply Brazil’s potash demand for generations. In 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[3]
With over 6,000 clients since 2017, the Company achieved an Earned Growth Rate[4] of 165% in 2021, compared to 61% in 2020, demonstrating a higher client repurchase rate and successful client referrals in Brazil, Canada, China, Thailand, Paraguay, and the Unites States.
Through its proprietary technologies – Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution[5] – used in the development of its Products, Verde was able to achieve a triple-digit growth in revenue and sales in the last years. With the launch of Bio Revolution, Verde’s technology that enables the incorporation of microorganisms to its Product, the Company expects to become a world leader at offering a cost-efficient platform for adding microorganisms to agriculture, boosting plant productivity while improving soil biodiversity.
Verde’s Plant 1 is already endowed with a facility for deploying Bio Revolution. At Plant 2, currently under construction, a proportionally larger Bio Revolution facility will be built, and its operations will start by the end of the year.
About Lavoro
Lavoro was created through the acquisitions and mergers of more than 20 large and medium-sized distributors, under the control of the Pátria Investimentos, a leading investment firm focused on Latin America with combined assets under management of $27.6 billion, based in Rio de Janeiro, Brazil.[6] With more than 190 stores in Brazil and Colombia, Lavoro Group stands as the largest distributor of agricultural inputs in Latin America, with over 55,000 clients across the continent.
Selling its own agrochemicals, foliar fertilizers, and biological inputs brands, the company’s revenue reaches R$ 7.5 billion, maintaining an accelerated annual growth. Lavoro has over 55,000 customers, with stablished physical and digital presence in the main agricultural regions of Latin America. In addition to the strong presence in agribusiness, with a specialized team for technical visits and direct contact with customers, Lavoro also created an online platform to serve producers, agronomists, and other agribusiness professionals, which places the company as one of the pioneers in the agricultural input segment in the digital area.
Lavoro’s portfolio includes seeds, fertilizers, pesticides, foliar fertilizers and biological inputs leading brands, among other innovative products for agriculture and livestock. The main crops are: soybeans, corn, cotton, coffee, beans, rice, sugarcane, wheat, citrus and pastures.
As a member of Rede Brasil Pacto Global (Brazil Global Compact Network), Lavoro Group is committed to the objectives of sustainable development. Its management is oriented towards building a positive legacy, in an ethical and friendly manner for people and the environment, considering environmental, social and governance aspects in all its operations.
About Verde AgriTech
Verde is an agricultural technology company that produces potash fertilizers. Our purpose is to improve the health of all people and the planet. Rooting our solutions in nature, we make agriculture healthier, more productive, and profitable.
Verde is a fully integrated company, from the mining and processing its main feedstock from its 100% owned mineral properties, to the Product sales processes, which also include direct technical advice for farmers, and distribution.
Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[7] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[8] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[9] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[10] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[11]
Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.
Corporate Presentation
For further information on the Company, please view shareholders’ deck:
https://verde.docsend.com/view/e5nbd7y8x6erq6mn
Investors Newsletter
Subscribe to receive the Company’s updates at:
http://cloud.marketing.verde.ag/InvestorsSubscription
The last edition of the newsletter can be accessed at:
Cautionary Language and Forward-Looking Statements
All Mineral Reserve and Mineral Resources estimates reported by the Company were estimated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards (May 10, 2014). These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to:
- the estimated amount and grade of Mineral Resources and Mineral Reserves;
- the PFS representing a viable development option for the Project;
- estimates of the capital costs of constructing mine facilities and bringing a mine into production, of sustaining capital and the duration of financing payback periods;
- the estimated amount of future production, both produced and sold;
- timing of disclosure for the PFS and recommendations from the Special Committee;
- the Company’s competitive position in Brazil and demand for potash; and,
- estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
All forward-looking statements are based on Verde’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. The most significant assumptions are set forth above, but generally these assumptions include, but are not limited to:
- the presence of and continuity of resources and reserves at the Project at estimated grades;
- the geotechnical and metallurgical characteristics of rock conforming to sampled results; including the quantities of water and the quality of the water that must be diverted or treated during mining operations;
- the capacities and durability of various machinery and equipment;
- the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
- currency exchange rates;
- Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
- appropriate discount rates applied to the cash flows in the economic analysis;
- tax rates and royalty rates applicable to the proposed mining operation;
- the availability of acceptable financing under assumed structure and costs;
- anticipated mining losses and dilution;
- reasonable contingency requirements;
- success in realizing proposed operations;
- receipt of permits and other regulatory approvals on acceptable terms; and
- the fulfilment of environmental assessment commitments and arrangements with local
Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.
When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.
For additional information please contact:
Cristiano Veloso, Founder, Chairman & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: investor@verde.ag
www.investor.verde.ag | www.supergreensand.com | www.verde.ag
[1] See release at: https://investor.verde.ag/verdes-2022-guidance-and-two-year-outlook-revised-upwards/
[2] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[3] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).
[4] The Earned Growth Rate measures the sales growth by volume generated by returning customers and new client purchases made by existing clients’ referrals. See press release at: https://investor.verde.ag/verde-doubles-year-on-year-earned-growth-rate/
[5] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9
[6] See: https://ir.patria.com/.
[7] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9
[8] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/
[9] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/
[10] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[11] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).
Belo Horizonte, Brazil. Verde AgriTech Ltd (TSX: “NPK”) (“Verde” or the “Company”) is pleased to announce its financial results for the second quarter of 2022 (“Q2 2022”).
Q2 2022 Financials
- Revenue increased by 362% in Q2 2022, to $24,861,000 compared to $5,376,000 in Q2 2021.
- Revenue in Brazilian Real (“R$”) increased by 327% in Q2 2022, to R$99,185,000 compared to R$23,215,000 in Q2 2021.
- Sales of Verde’s multinutrient potassium products, BAKS® and K Forte® sold internationally as Super Greensand® (the “Product”) by volume increased by 112% in Q2 2022, to 202,255 tonnes, compared to 95,551 tonnes sold in Q2 2021.
- Gross margin increased to 79% in Q2 2022, compared to 72% in Q2 2021.
- EBITDA before non-cash events increased by 782% in Q2 2022 to $10,765,000, compared to $1,220,000 in Q2 2021.
- Net profit increased by 3426% in Q2 2022, to $9,625,000 compared to $273,000 in Q2 2021.
Subsequent Events
- In July 2022 the Company concluded its re-domiciliation to Singapore, pursuant to which the new Singaporean company, Verde AgriTech Ltd, became the holding company of de UK company Verde AgriTech Plc. Verde’s trading symbols did not change, continuing as “NPK” on the TSX.[1]
“Verde’s growth over Q2 2022 was underpinned by increased productivity and the market’s growing demand for our Product. I would like to congratulate our team for their efforts and contributions during this period. We trust that our expanding production and market presence will lead us to meet our goals for the year and continue to create sustainable long-term value for Verde’s stakeholders,” declared Verde’s Founder, President & CEO, Cristiano Veloso.
Plant 2 Update
Plant 2 is expected to be commissioned in August 2022, revving up to an initial production capacity of 1.2 million tonnes per year (“tpy”).[2] Plant 2’s full capacity of 2,400,000 tpy is expected to be reached in early Q4 2022, four times Verde’s Plant 1 current production capacity of 600,000 tpy.
2022 Guidance
On May 03, 2022, Verde announced an increase in its 2022 and 2023 guidance,[3] as initially published on January 10, 2022.[4] The Group’s targets are detailed on a quarterly basis, to reflect the market demand’s seasonality, with the original and revised 2022 detailed below:
Period |
Q1 2022 |
Q2 2022 |
Q3 2022 |
Q4 2022 |
FY 2022 |
Guidance |
Original Jan 2022 |
Achieved in Q1 2022 |
Original Jan 2022 |
Revised May 2022 |
Achieved in Q2 2022 |
Original Jan 2022 |
Revised May 2022 |
Original Jan 2022 |
Revised May 2022 |
Original Jan 2022 |
Revised May 2022 |
EPS (C$) |
0.02 |
0.06 |
0.18 |
0.21 |
0.19 |
0.25 |
0.35 |
0.06 |
0.25 |
0.50 |
0.87 |
EBITDA (C$’000)[5] |
1,358 |
3,678 |
10,155 |
11,808 |
10,765 |
13,414 |
19,259 |
3,506 |
14,319 |
28,434 |
49,065 |
Revenue (C$’000) |
10,070 |
11,304 |
21,954 |
22,902 |
24,861 |
27,228 |
40,121 |
13,011 |
34,769 |
72,263 |
109,097 |
Sales target (tonnes) |
115,000 |
111,667 |
200,000 |
200,000 |
202,255 |
250,000 |
353,718 |
135,000 |
334,615 |
700,000 |
1,000,000 |
The 2022 guidance is underpinned by the following assumptions:
- Average Brazilian Real (“R$”) to Canadian Dollar exchange rate: C$1.00 = R$4.40
- Verde’s Product CIF and FOB average price for the full year, including delivered orders, committed orders and projected orders: C$109 per tonne
- Sales Incoterms: 50% CIF and 50% FOB
- Sales channels: 40% direct sales and 60% indirect sales
The revised guidance already contemplated a 55% increase in diesel prices. However, during Q2 2022, the real average diesel price increased by an additional 23%, for a total of 78% year-on-year increase. This negatively impacted Verde’s EBITDA and EPS as compared to the revised guidance. Q2 2022 revenue and sales were, however, higher than expected for the period. For Q3 and Q4 2022, the Company expects it will meet the overall revised guidance for the year.
2023 Guidance
For 2023, Verde’s updated sales volume target is 2,000,000 tonnes. This target represents a potential 100% growth Year-on-Year (“YoY”).
Period |
FY 2023 |
Guidance |
Original Jan 2022 |
Revised May 2022 |
Sales target (tonnes) |
1,400,000 |
2,000,000 |
Selected Annual Financial Information
The table below summarizes Q2 2022 financial results compared to Q2 2021, and provides information about 2022 and 2021 year-to-date (“YTD”):
All amounts in CAD $’000 |
Q2 2022 |
Q2 2021 |
YTD 2022 |
YTD 2021 |
Tonnes sold ‘000 |
202 |
96 |
314 |
113 |
Revenue per tonne sold $ |
123 |
56 |
115 |
55 |
Production cost per tonne sold $ |
(26) |
(16) |
(25) |
(18) |
Gross Profit per tonne sold $ |
97 |
40 |
90 |
37 |
Gross Margin |
79% |
72% |
78% |
68% |
|
|
|
|
|
Revenue |
24,861 |
5,376 |
36,165 |
6,207 |
Production costs |
(5,332) |
(1,498) |
(7,987) |
(1,988) |
Gross Profit |
19,529 |
3,878 |
28,178 |
4,219 |
Gross Margin |
79% |
72% |
78% |
68% |
Sales and product delivery freight expenses |
(8,110) |
(2,236) |
(12,041) |
(2,767) |
General and administrative expenses |
(655) |
(422) |
(1,696) |
(1,119) |
EBITDA (1) |
10,765 |
1,220 |
14,441 |
333 |
Share Based and Bonus Payments (Non-Cash Event) (2) |
(40) |
(693) |
(104) |
(1,514) |
Depreciation and Amortisation (2) |
(38) |
(10) |
(64) |
(16) |
Profit on disposal of plant and equipment (2) |
– |
– |
– |
9 |
Operating Profit / (loss) after non-cash events |
10,686 |
(517) |
14,273 |
(1,188) |
Interest Income/Expense |
(245) |
(56) |
(430) |
(131) |
Net Profit / (Loss) before tax |
10,441 |
(461) |
13,843 |
(1,319) |
Income tax (3) |
(816) |
(188) |
(1,186) |
(219) |
Net Profit / (Loss) |
9,625 |
273 |
12,657 |
(1,538) |
|
|
|
|
|
|
(1) – Non GAAP measure
(2) – Included in General and Administrative expenses in financial statements
(3) – Please see Income Tax notes
External Factors
Revenue and costs are affected by external factors including changes in the exchange rates between the C$ and R$ along with fluctuations in potassium chloride spot CIF (Minas Gerais) prices.
The table below summaries these changes:
|
Change % |
6 months ended Jun 30, 2022 |
6 months ended Jun 30, 2021 |
Canadian Dollar (C$) Average Exchange Rate |
-8% |
R$3.99 |
R$4.32 |
Potassium Chloride CIF (Minas Gerais) Lowest Price(1) |
+167% |
US$1,040 |
US$390 |
Potassium Chloride CIF (Minas Gerais) Highest Price(1) |
+129% |
US$1,270 |
US$555 |
(1) – Source: Acerto Limited Report.
Net Profits and EPS
The Group generated a net profit of $9,625,000 for Q2 2022, an increase of $9,352,000 compared to $273,000 for Q2 2021. The basic earnings per share was $0.189 for Q2 2022, compared to $0.005 for Q2 2021.
Product Sales
Sales by volume increased by 112% in Q2 2022, to 202,255 tonnes sold compared to 95,551 tonnes sold in Q2 2021.
Revenue
Revenue from sales increased by 362% in Q2 2022, to $24,861,000 from the sale of 202,255 tonnes of the Product, at $123 per tonne sold; compared to $5,376,000 in Q2 2021 from the sale of 95,551 tonnes of the Product, at $56 per tonne sold.
Revenue per tonne excluding freight expenses (FOB price) improved by 137% in Q2 2022, to $88 compared to $37 in Q2 2021.
Revenue per tonne in Q2 2022 was higher than Q2 2021 mainly due to:
- Product volume sold as CIF (Cost Insurance and Freight) increased from 43% of total sales in Q2 2021 to 68% in Q2 2022.
- Potassium Chloride CIF (Minas Gerais) price increased from US$390-555 per tonne in Q2 2021 to US$1,040-1,270 per tonne in Q2 2022 (as reported by Acerto Limited, a market intelligence firm).
Production costs
Production costs include all direct costs from mining, processing, and the addition of other nutrients to the Product, such as Sulphur and Boron. Production costs also include the logistics costs from the mine to the plant and related salaries.
Production costs increased by 256% in Q2 2022, to $5,332,000 compared to $1,498,000 in Q2 2021. This was due to a 112% increase in volume sold, from 95,551 tonnes in Q2 2021 to 202,255 tonnes in Q2 2022. Cost per tonne increased by 68% in Q2 2022, to $26 compared to $16 in Q2 2021. This increase was mainly driven by a 78% increase in the diesel price for the period and the increase of Product sold in big bags, rather than bulk, which has a higher per tonne cost.
Sales Expenses
CAD $’000 |
3 months ended Jun 30, 2022 |
3 months ended Jun 30, 2021 |
6 months ended Jun 30, 2022 |
6 months ended Jun 30, 2021 |
Sales and marketing expenses |
(711) |
(347) |
(1,533) |
(641) |
Fees paid to independent sales agents |
(359) |
(63) |
(495) |
(71) |
Product delivery freight expenses |
(7,040) |
(1,826) |
(10,013) |
(2,055) |
Total |
(8,110) |
(2,236) |
(12,041) |
(2,767) |
Sales and marketing expenses
Sales and marketing expenses include employees’ salaries, car rentals, travel within Brazil, hotel expenses, customer relationship management (CRM) software licenses, and the promotion of the Product in marketing events.
Expenses increased by 104% in Q2 2022, to $711,000 compared to $348,000 in Q2 2021, mainly due to a further expansion of Verde’s sales and marketing team, with professional headcount in the team increasing from an average of 50 in Q2 2021 to 70 in Q2 2022, and due to additional investments in media as a strategy to attract new customers This increase is in line with the Group’s accelerated growth strategy.
Fees paid to independent sales agents
As part of Verde’s marketing and sales strategy, the Group pays out commissions to its independent sales agents.
Fees paid to independent sales agents increased by 474% in Q2 2022, to $359,000 compared to $63,000 in Q2 2021, due to sales price and volume increase.
Product delivery freight expenses
Product delivery freight expenses increased by 286% in Q2 2022, to $7,040,000 compared to $1,826,000 in Q2 2021, as the Group has significantly increased the volume sold as CIF (Cost Insurance and Freight), up from 43% of total sales in Q2 2022 to 68% Q2 2022, and due higher fuel prices, which increased 78% in Q2 2022 compared to Q2 2021.
General and Administrative Expenses
CAD $’000 |
3 months ended Jun 30, 2022 |
3 months ended Jun 30, 2021 |
6 months ended Jun 30, 2022 |
6 months ended Jun 30, 2021 |
General administrative expenses |
(389) |
(240) |
(799) |
(718) |
Legal, professional, consultancy and audit costs |
(77) |
(106) |
(488) |
(265) |
IT/Software expenses |
(185) |
(70) |
(390) |
(122) |
Taxes and licenses fees |
(4) |
(6) |
(19) |
(14) |
Total |
(655) |
(422) |
(1,696) |
(1,119) |
General administrative expenses
These costs include general office expenses, rent, bank fees, insurance, foreign exchange variances and remuneration of executive and administrative staff in Brazil.
Expenses increased by 62% in Q2 2022, to $389,000 compared to $240,000 in Q2 2021 mainly due to increased salary costs as they include additional administrative employees, with professional headcount in the team increasing from an average of 47 in Q2 2021 to 128 in Q2 2022 to help support the Group’s growth.
Legal, professional, consultancy and audit costs
Legal and professional fees include legal, professional, consultancy fees along with accountancy, audit and regulatory costs. Consultancy fees are consultants employed in Brazil, such as accounting services, patent process, lawyer’s fees and regulatory consultants.
Expenses decreased by 28% in Q2 2022, to $77,000 compared to $106,000 in Q2 2021, due to lower expenses with environmental, legal, accounting, and IT consultancies.
IT/Software expenses
IT/Software expenses include software licenses such as Microsoft Office, Customer Relationship Management (CRM) software and enterprise resource planning (ERP).
Expenses increased by 166% in Q2 2022, to $185,000 compared to $70,000 in Q2 2022, mainly due to CRM and ERP consultants’ services.
Taxes and licences
Taxes and licence expenses include general taxes, product branding and licence costs.
Expenses decreased in Q2 2022, to $4,000 compared to $6,000 in Q2 2022.
Share Based and Bonus Payments (Non-Cash Event)
These costs represent the expense associated with stock options granted to employees and directors and non-cash bonuses paid to key management.
Share Based Payments costs decreased by 94% in Q2 2022, to $40,000 compared to $693,000 in Q2 2021.
Q2 2022 Results Conference Call
The Company will host a conference call on Tuesday, August 16, 2022, at 11:00 am Eastern Time, to discuss Q2 2022 results and provide an update. Subscribe using the link below and receive the conference details by email.
The questions can be submitted in advance through the following link up to 48 hours before the conference call:
The Company’s first quarter financial statements and related notes for the period ended June 30, 2022 are available to the public on SEDAR at www.sedar.com and the Company’s website at www.investor.verde.ag/.
About Verde AgriTech
Verde is an agricultural technology Company that produces potash fertilizers. Our purpose is to improve the health of all people and the planet. Rooting our solutions in nature, we make agriculture healthier, more productive, and profitable.
Verde is a fully integrated Company: it mines and processes its main feedstock from its 100% owned mineral properties, then sells and distributes the Product.
Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[6] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[7]
By the end of 2022, Verde aims to become Brazil’s largest potash producer by capacity.[8] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[9] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[10]
Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.
Corporate Presentation
For further information on the Company, please view shareholders’ deck: https://verde.docsend.com/view/5ci6p9mqv6dfbgmf
Investors Newsletter
Subscribe to receive the Company’s updates at:
http://cloud.marketing.verde.ag/InvestorsSubscription
The last edition of the newsletter can be accessed at:
Cautionary Language and Forward-Looking Statements
All Mineral Reserve and Mineral Resources estimates reported by the Company were estimated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards (May 10, 2014). These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to:
- the estimated amount and grade of Mineral Resources and Mineral Reserves;
- the PFS representing a viable development option for the Project;
- estimates of the capital costs of constructing mine facilities and bringing a mine into production, of sustaining capital and the duration of financing payback periods;
- the estimated amount of future production, both produced and sold;
- timing of disclosure for the PFS and recommendations from the Special Committee;
- the Company’s competitive position in Brazil and demand for potash; and,
- estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
All forward-looking statements are based on Verde’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. The most significant assumptions are set forth above, but generally these assumptions include, but are not limited to:
- the presence of and continuity of resources and reserves at the Project at estimated grades;
- the geotechnical and metallurgical characteristics of rock conforming to sampled results; including the quantities of water and the quality of the water that must be diverted or treated during mining operations;
- the capacities and durability of various machinery and equipment;
- the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
- currency exchange rates;
- Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
- appropriate discount rates applied to the cash flows in the economic analysis;
- tax rates and royalty rates applicable to the proposed mining operation;
- the availability of acceptable financing under assumed structure and costs;
- anticipated mining losses and dilution;
- reasonable contingency requirements;
- success in realizing proposed operations;
- receipt of permits and other regulatory approvals on acceptable terms; and
- the fulfilment of environmental assessment commitments and arrangements with local
Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.
When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.
For additional information please contact:
Cristiano Veloso, Founder, Chairman & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: investor@verde.ag
www.investor.verde.ag | www.supergreensand.com | www.verde.ag
[1] See the press release at: https://investor.verde.ag/verde-announces-completion-of-redomiciliation-process-to-singapore/
[2] as announced by the Company in the press release published on March 03, 2022. See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/
[3] See the release at: https://investor.verde.ag/verdes-2022-guidance-and-two-year-outlook-revised-upwards/
[4] See the release at: https://investor.verde.ag/verde-announces-2022-guidance-and-two-year-outlook/
[5] Before non-cash events.
[6] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9
[7] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/
[8] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/
[9] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[10] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).
UK Court Sanctions the Scheme of Arrangement for Proposed Redomicile
Belo Horizonte, Brazil. Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (the “Company” or “Old Verde”), is pleased to announce that the UK Court (the “Court”) held the Scheme Court Hearing to consider whether to sanction the scheme of arrangement (the “Scheme”) at short notice on July 28, 2022. The Court made an order sanctioning the Scheme with modification, pursuant to which the new Singaporean company, Verde AgriTech Ltd (“New Verde”) will become the holding company of Old Verde.
The updated expected timetable is as follows:
Event |
Date |
Scheme Court Hearing |
July 28, 2022 |
Scheme Record Time |
6:30 p.m. EDT,
July 28, 2022 |
Effective Date |
July 29, 2022 |
Last day of trading in shares Old Verde on the Toronto Stock Exchange |
July 29, 2022 |
Canada Civic Holiday (Toronto Stock Exchange will be closed for trading) |
August 1, 2022 |
Commencement of trading in shares in New Verde on the Toronto Stock Exchange |
August 2, 2022 |
The last day of trading, dealings in and for registration of transfers of shares in Old Verde (“Old Verde Shares”) will be Friday, July 29, 2022. Trading in shares in New Verde (“New Verde Shares”) on the Toronto Stock Exchange (“TSX”) is expected to commence on the opening of trading, on Tuesday, August 2, 2022. The trading symbols will not change. The New Verde Shares will trade on the TSX and the OTCQB under the symbols NPK and AMHPF, respectively.
Following the day on which the Scheme becomes effective in accordance with clause 9 of the Scheme (the “Effective Date”), share certificates in respect of Old Verde Shares will cease to be valid and Old Verde Shares held in uncertificated form will be cancelled.
The New Verde Shares will be issued following implementation of the Scheme to shareholders of Old Verde on the register immediately following the Scheme Record Time. The New Verde Shares will be issued in registered form, and will be capable of being held in both certificated and uncertificated form. As a result of the modification to the Scheme those shareholders who hold shares in uncertificated form via the Canadian Depositary for Securities Limited (“CDS”) (i.e. via a broker or trading bank) continue to do so, and those shareholders who hold their shares in certificated form (i.e. directly in their own name) will also continue to do so. The uncertificated form of New Verde Shares held via CDS are expected to be issued or credited to Broadridge and Mediant accounts on Tuesday, August 2, 2022. Share certificates in respect of New Verde Shares to be held in certificated form are expected to be dispatched by no later than Friday, August 12, 2022.
General
Note that capitalised terms used in this announcement, but not defined, have the same meaning as in the Scheme Circular.
For further information, please consult the Circular filed on SEDAR by the Company on June 14, 2022: https://investor.verde.ag/wp-content/uploads/2022/06/Circular.pdf
About Verde AgriTech
Verde is an agricultural technology company that produces potash fertilizers. Our purpose is to improve the health of all people and the planet. Rooting our solutions in nature, we make agriculture healthier, more productive, and profitable.
Verde is a fully integrated Company: it mines and processes its main feedstock from its 100% owned mineral properties, then sells and distributes the Product.
Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[1] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[2] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[3] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[4] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million[5].
Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.
Corporate Presentation
For further information on the Company, please view shareholders’ deck:
https://verde.docsend.com/view/fgy694qjvu3xn9pg
Investors Newsletter
Subscribe to receive the Company’s updates at:
http://cloud.marketing.verde.ag/InvestorsSubscription
The last edition of the newsletter can be accessed at:
Cautionary Language and Forward-Looking Statements
All Mineral Reserve and Mineral Resources estimates reported by the Company were estimated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards (May 10, 2014). These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to:
- the estimated amount and grade of Mineral Resources and Mineral Reserves;
- the PFS representing a viable development option for the Project;
- estimates of the capital costs of constructing mine facilities and bringing a mine into production, of sustaining capital and the duration of financing payback periods;
- the estimated amount of future production, both produced and sold;
- timing of disclosure for the PFS and recommendations from the Special Committee;
- the Company’s competitive position in Brazil and demand for potash; and,
- estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
All forward-looking statements are based on Verde’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. The most significant assumptions are set forth above, but generally these assumptions include, but are not limited to:
- the presence of and continuity of resources and reserves at the Project at estimated grades;
- the geotechnical and metallurgical characteristics of rock conforming to sampled results; including the quantities of water and the quality of the water that must be diverted or treated during mining operations;
- the capacities and durability of various machinery and equipment;
- the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
- currency exchange rates;
- Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
- appropriate discount rates applied to the cash flows in the economic analysis;
- tax rates and royalty rates applicable to the proposed mining operation;
- the availability of acceptable financing under assumed structure and costs;
- anticipated mining losses and dilution;
- reasonable contingency requirements;
- success in realizing proposed operations;
- receipt of permits and other regulatory approvals on acceptable terms; and
- the fulfilment of environmental assessment commitments and arrangements with local
Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.
When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.
For additional information please contact:
Cristiano Veloso, Founder, Chairman & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: investor@verde.ag
www.investor.verde.ag | www.supergreensand.com | www.verde.ag
[1] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9
[2] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/
[3] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/
[4] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[5] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).