Verde Announces Man of War Rare Earths Project Spin-Off

Singapore. Verde AgriTech Ltd (TSX: “NPK”) (OTCQX: “VNPKF”) (“Verde” or the “Company”) is pleased to announce the incorporation of Oby Rare Earths Pty. Ltd. (“Oby”) in Australia, which will independently advance the Man of War Rare Earths Project (“MoW”), subject to shareholder approval.

The MoW spin-off would allow Verde to concentrate exclusively on its core business: producing and commercializing low-carbon specialty fertilizers. The Company will hold a Special Meeting of Shareholders on December 20, 2024, to vote on the approval of the Oby spin-off and the distribution of its shares to Verde’s shareholders.

MoW’s 3,640 meters of diamond core drilling have shown impressive results for magnetic and heavy rare earths in both grade and thickness. For detailed results, please refer to press releases from October 07[1], October 29^[2], and November 18^[3], 2024.

The Company has commissioned an independent resource calculation, expected to be completed by the end of 2024.

In light of the project’s potential and the substantial investments required for its development, the Board of Directors has decided that it should be pursued by an entity independent of the Company. As a result,  Verde established Oby to independently focus on developing the MoW. The word Oby comes from Tupi Guarani. A native Brazilian Indian language and means ‘green’. Both Praseodymium and Neodymium, found in significant quantities at MoW, are bright green when isolated.

The Company decided to incorporate Oby in Australia in order to facilitate a potential IPO on the Australian Stock Exchange (ASX). The ASX has been the most active stock exchange in the rare earths and mining sector over the last few years.[4] Nevertheless, Oby is evaluating other potential financing alternatives in both private and public markets.

Reduction of Share Capital

Verde proposes to distribute its interest in Oby to its shareholders through a capital reduction, proportionate to each shareholder’s existing stake. Under this arrangement, each shareholder will receive one share in Oby for every ordinary share they hold in the Company as of a record date and time to be determined by the Board and disclosed via a press release. No payment and no other form of consideration will be required from the shareholders for the proposed distribution.

For more detailed information, please see the Management Information Circular at: https://investor.verde.ag/wp-content/uploads/2024/11/VAL-2024-Extraordinary-General-Meeting-MIC-Nov-11-DMS-cmts_13-Nov-2024.pdf

Appointment of new auditors

In order to save costs without compromising work quality Verde decided to change auditors from Ernst & Young LLP (“EY”) to RSM SG Assurance LLP (“RSM”) as the new independent auditor for the Company.

In the Special Meeting, the change of auditors will also be voted on.

Requested by Verde, EY resigned as the Company’s auditors on 8^th of October, 2024. On behalf of the directors the Company would like to thank EY for the work done and look forward to welcoming RSM as our new auditors.

This change is being pursued to align with the Company’s evolving business needs and to ensure that we continue to receive high-quality audit services while also optimizing costs. RSM, with its extensive expertise in the agricultural and natural resource sectors, is well-positioned to provide the necessary auditing services.

Special Meeting of Shareholders

The Company will host a Special Meeting of Shareholders on Friday, December 20, 2024, at 09:00 a.m. Eastern Time. Subscribe using the link below to receive the conference details by email.

The questions must be submitted in advance through the following link up to 48 hours before the conference call: https://bit.ly/2024-ExtraordinaryGeneralMeeting-Questions

About Verde AgriTech

Verde AgriTech is dedicated to advancing sustainable agriculture through the innovation of specialty multi-nutrient potassium fertilizers. Our mission is to increase agricultural productivity, enhance soil health, and significantly contribute to environmental sustainability. Utilizing our unique position in Brazil, we harness proprietary technologies to develop solutions that not only meet the immediate needs of farmers but also address global challenges such as food security and climate change. Our commitment to carbon capture and the production of eco-friendly fertilizers underscores our vision for a future where agriculture contributes positively to the health of our planet.

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 estimated amount of CO₂ removal per ton of rock;
• 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;
• estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
• the expected terms of the debt restructuring;
• the expected financial impact of the debt restructuring to the Company;
• the timeline for court approval of the debt restructuring; and
• the potential arising from the re-assaying of certain core samples.

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 estimation of CO₂ removal based on the chemical and mineralogical composition of assumed resources and reserves;
• 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 related to the court approval process for the debt restructuring; 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, 2023. 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, Chief Executive Officer and Founder

Tel: +55 (31) 3245 0205; Email: investor@verde.ag

www.verde.ag | www.investor.verde.ag

[1] See more: https://investor.verde.ag/high-grade-ionic-absorption-clay-magnetic-rare-earths-mineralization-found-in-verdes-historical-drill-holes/

[2] See more: https://investor.verde.ag/verdes-assays-of-over-1500m-of-drilling-find-rare-earths-up-to-12487-ppm-treo-and-3357-ppm-mreo/

[3] See more: https://investor.verde.ag/verde-reports-up-to-13944-ppm-treo-5222-ppm-mreo-and-213-ppm-dytb/

[4] Source: https://www.forbes.com/sites/greatspeculations/2019/11/06/australia-may-be-the-saving-grace-for-the-rare-earth-metals-market/

Verde Reports up to 13,944 ppm TREO 5,222 ppm MREO and 213 ppm DyTb

Results from 16 new holes show a thick mineralized zone up to 74m with grades up to 4,321 ppm TREO and 1,004 ppm MREO

Singapore. Verde AgriTech Ltd (TSX: “NPK“) (OTCQX: “VNPKF“) (“Verde” or the “Company“) is pleased to announce significant drilling results from Alto da Serra target, one of the three targets of Man of War project. Building on previously announced results from two other targets, Verde has completed the reassaying process with an additional 1,247 meters of results from Alto da Serra. This completes the analysis across the three targets, totaling 3,640 drilling meters.

Key results from the latest drilling assays include:

• 13,944 ppm TREO (AP-AD-06 1m @ [38]) and 5,222 ppm MREO (AP-AD-01 1m@ [14]);
• 4,321 ppm TREO and 1,004 ppm MREO (AP-AD-08 61m @ [28m]);
• 213 ppm DyTb (AP-ND-01 1m @ [14]);[1]

On October 07, 2024[2], the Company made the first announcement on the rare earths project, followed by an update on October 29[3], 2024. The project named Man of War comprises three exploration targets: Nau de Guerra, Bálsamo and Alto da Serra. All of them show significant presence of rare earths elements, which enhances the project’s potential to meet the growing demand of Magnetic Rare Earth Oxides (“MREO”). These elements are essential materials in green technologies such as electric vehicles and wind turbines. Neodymium (Nd₂O₃) is used in the production of high-efficiency permanent magnets that power electric motors, Terbium (Tb₄O₇) enhances magnetic strength and stability, and Dysprosium (Dy₂O₃) and Praseodymium (Pr₆O₁₁) heightens these magnets’ thermal resistance, increasing their durability in extreme conditions.

“As industries worldwide seek alternatives to China’s near-total dominance in rare earths, the substantial concentrations of magnetic and heavy rare earths in all three targets of the Man of War project not only meet the high-tech sector’s growing demand for a secure, independent supply, but also reinforce the project’s strategic foundation”, stated Cristiano Veloso, Founder & CEO of Verde.

The Company reanalyzed 16 drill holes in the Alto da Serra Target and results included:[4]

[1] Total Rare Earth Oxides (TREO) refers to the sum of the oxides of rare earth elements, which include: Lanthanum Oxide (La₂O₃), Cerium Oxide (CeO₂), Praseodymium Oxide (Pr₆O₁₁), Neodymium Oxide (Nd₂O₃), Samarium Oxide (Sm₂O₃), Europium Oxide (Eu₂O₃), Gadolinium Oxide (Gd₂O₃), Terbium Oxide (Tb₄O₇), Dysprosium Oxide (Dy₂O₃), Holmium Oxide (Ho₂O₃), Erbium Oxide (Er₂O₃), Thulium Oxide (Tm₂O₃), Ytterbium Oxide (Yb₂O₃), Lutetium Oxide (Lu₂O₃), and Yttrium Oxide (Y₂O₃).

[2] Magnetic Rare Earth Oxides (MREO) refers to the sum of the oxides of rare earth elements with magnetic properties, which include: Praseodymium Oxide (Pr₆O₁₁), Neodymium Oxide (Nd₂O₃), Terbium Oxide (Tb₄O₇), and Dysprosium Oxide (Dy₂O₃).

Alto da Serra target, like the others, presents high concentrations of valuable rare earth elements, with favorable mineralization continuity and depth that support efficient extraction and processing. The significant thickness of mineralized zones across drill holes enhances recovery potential and opens opportunities for streamlined, cost-effective operations.

“These results highlight Man of War exceptional potential, with mineralization levels that surpass many existing deposits,” said Cristiano Veloso, Verde’s Founder & CEO. “The extensive, near-surface mineralization makes Alto da Serra a strategic addition to our rare earth project, setting it apart from emerging projects and currently operational mines.”

The sampling and analysis protocols for the Man of War project were executed with meticulous attention to ensure both accuracy and consistency. Samples approximately one meter in length were collected using a diamond drill rig and subsequently dispatched in batches of 50 to SGS Laboratory for comprehensive analysis. Each sample was meticulously prepared following a stringent standardized protocol and subjected to ICP95A/IMS95A analytical methods to precisely measure the concentrations of rare earth elements and other elements. To uphold rigorous quality assurance and quality control (QA/QC) standards, each batch incorporated 44 regular samples, supplemented by 2 blanks, 2 certified standards, and 2 duplicates. Furthermore, 3% of all samples were subjected to inter-laboratory verification at ALS Laboratory, further reinforcing the reliability and credibility of the analytical results.

Verde has commissioned the preparation of a mineral resource report, to be completed in compliance with both NI 43-101 and Australian JORC standards.

For further technical details, the link below provides comprehensive information on the project’s location, geology, and full assay results for all rare earths elements: https://investor.verde.ag/events/investor-presentation-man-of-war-project/.

Qualified Person

The information in this announcement that relates to exploration results is based on information reviewed, recommended data collection methodologies, and overseen by QP Volodymyr Myadzel. Dr. Myadzel, PhD in Geology and a Member of the Australian Institute of Geoscientists (MAIG), brings over 25 years of experience in mineral exploration, resource modeling, and estimation of mineral deposits. His expertise spans the origin of mineralization and ore precipitation mechanisms across various geological environments. Dr. Myadzel has extensive experience in fieldwork, exploration, mineralogy, and petrography of metamorphic rocks and mineral deposits. He is also skilled in the preparation of core samples for analysis, sedimentology of alluvial and talus sediments, and the investigation of primary and secondary lithogeochemical dispersion patterns. His laboratory capabilities include transmitted-light microscopy and ore microscopy for petrography and ore mineralogy. Dr. Myadzel is a recognized Competent Person (CP) under the JORC Code and a Qualified Person (QP) under Canada’s NI 43-101 standards. He will serve as the Qualified Person for Mineral Resource estimation.

About Verde AgriTech

Verde AgriTech is dedicated to advancing sustainable agriculture through the innovation of specialty multi-nutrient potassium fertilizers. Our mission is to increase agricultural productivity, enhance soil health, and significantly contribute to environmental sustainability. Utilizing our unique position in Brazil, we harness proprietary technologies to develop solutions that not only meet the immediate needs of farmers but also address global challenges such as food security and climate change. Our commitment to carbon capture and the production of eco-friendly fertilizers underscores our vision for a future where agriculture contributes positively to the health of our planet.

For more information on how we are leading the way towards sustainable agriculture and climate change mitigation in Brazil, visit our website at https://verde.ag/en/home/.

Company Updates

Verde invites you to subscribe for updates. By signing up, you’ll receive the latest news about the Company’s projects, achievements, and future plans.

Subscribe at the following link: http://cloud.marketing.verde.ag/InvestorsSubscription

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. These statements include, but are not limited to:

• The potential quantity and grade of minerals identified at the Alto da Serra target area;
• The expectation that future exploration results may confirm mineralization across wider zones;
• The completion of the mineral resource report, which is being prepared in accordance with both NI 43-101 and JORC standards, to validate the results obtained;
• The Company’s ability to finance continued exploration and development activities for the Alto da Serra target;
• The estimated capital and operational costs associated with the continued development of the Man of War

It is important to note that Man of War project is currently in the exploratory phase. The results reported here are preliminary and should not be considered definitive indicators of the project’s viability. Further exploration work is required, and there is no guarantee that future drilling will confirm the presence of economically viable mineral reserves.

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 and continuity of mineralization at the Alto da Serra target;
• the successful completion of further exploratory work as planned;
• the availability of financing to continue exploration activities.

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; 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 workforce; 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, Chief Executive Officer and Founder

Tel: +55 (31) 3245 0205; Email: investor@verde.ag

www.verde.ag | www.investor.verde.ag

[1] Refers to the sum of the oxides Dy₂O₃ + Tb₄O₇

[2] See more at: https://investor.verde.ag/high-grade-ionic-absorption-clay-magnetic-rare-earths-mineralization-found-in-verdes-historical-drill-holes/

[3] See more at: https://investor.verde.ag/verdes-assays-of-over-1500m-of-drilling-find-rare-earths-up-to-12487-ppm-treo-and-3357-ppm-mreo/

[4] Oxide Conversion Factors: the conversion factors for rare earth oxides represent the multiplier used to convert the elements into their oxide forms. The conversion factors are as follows: Cerium Oxide (CeO₂) = 1.2284; Dysprosium Oxide (Dy₂O₃) = 1.1477; Erbium Oxide (Er₂O₃) = 1.1435; Europium Oxide (Eu₂O₃) = 1.1579; Gadolinium Oxide (Gd₂O₃) = 1.1526; Holmium Oxide (Ho₂O₃) = 1.1455; Lanthanum Oxide (La₂O₃) = 1.1728; Lutetium Oxide (Lu₂O₃) = 1.1372; Neodymium Oxide (Nd₂O₃) = 1.1664; Praseodymium Oxide (Pr₆O₁₁) = 1.2082; Samarium Oxide (Sm₂O₃) = 1.1596; Terbium Oxide (Tb₄O₇) = 1.1762; Thulium Oxide (Tm₂O₃) = 1.1421; Yttrium Oxide (Y₂O₃) = 1.2699; Ytterbium Oxide (Yb₂O₃) = 1.1387. Niobium Oxide (Nb₂O₅) = 1.431

[5] Total Rare Earth Oxides (TREO) refers to the sum of the oxides of rare earth elements, which include: Lanthanum Oxide (La₂O₃), Cerium Oxide (CeO₂), Praseodymium Oxide (Pr₆O₁₁), Neodymium Oxide (Nd₂O₃), Samarium Oxide (Sm₂O₃), Europium Oxide (Eu₂O₃), Gadolinium Oxide (Gd₂O₃), Terbium Oxide (Tb₄O₇), Dysprosium Oxide (Dy₂O₃), Holmium Oxide (Ho₂O₃), Erbium Oxide (Er₂O₃), Thulium Oxide (Tm₂O₃), Ytterbium Oxide (Yb₂O₃), Lutetium Oxide (Lu₂O₃), and Yttrium Oxide (Y₂O₃).

[6] Magnetic Rare Earth Oxides (MREO) refers to the sum of the oxides of rare earth elements with magnetic properties, which include: Praseodymium Oxide (Pr₆O₁₁), Neodymium Oxide (Nd₂O₃), Terbium Oxide (Tb₄O₇), and Dysprosium Oxide (Dy₂O₃).

Verde Secures Debt Renegotiation Agreement Covering 92% of Total Debts, Reaching Improved Financial Terms

R$8.5M will be eliminated off the debt under the proposed plan

Singapore. Verde AgriTech Ltd (TSX: “NPK”) (“Verde” or the “Company”) is pleased to announce that creditors representing over 92% of the Company’s total debt have adhered to proposed renegotiation terms. Non-adherent creditors represent R$11.3 million of the debt, and are now subject to different payment conditions, with a reduction of 75% of the balance and an interest rate linked to the Taxa Referencial (“TR”) (a Brazilian reference interest rate set by the Central Bank, currently at 0.82% per year). Following the agreement reached with a majority of creditors, Verde’s comprehensive renegotiation of loans now requires court homologation.

Once the court approves the agreement, non-adherent creditors will face a 75% reduction in their outstanding balance. The remaining debt will accrue interest based on the TR , currently estimated at 0.82% per year, a substantial decrease from the previous rate of 16.59% per year. In total, R$8.5 million will be written off from the debt amount.

Non-adherent creditors under the renegotiated agreement will be subject of the following terms:

1. Discount: A 75% discount on the total debt amount.
2. Grace Period: An 18-month deferral on principal and interest payments, starting from the date of court approval of the renegotiated agreement.
3. Repayment Term: Debt repayments will be made over 108 months, beginning after the grace period specified above.
4. Interest Accrual: Interest charges as outlined in the agreement will start accruing once the grace period concludes.
5. Principal Repayment Schedule: Payments will be made in monthly installments starting after the end of the grace period, based on a defined repayment structure.
6. Financial Charges: Debt will be adjusted based on the TR.

About Verde AgriTech

Verde AgriTech is dedicated to advancing sustainable agriculture through the innovation of specialty multi-nutrient potassium fertilizers. Our mission is to increase agricultural productivity, enhance soil health, and significantly contribute to environmental sustainability. Utilizing our unique position in Brazil, we harness proprietary technologies to develop solutions that not only meet the immediate needs of farmers but also address global challenges such as food security and climate change. Our commitment to carbon capture and the production of eco-friendly fertilizers underscores our vision for a future where agriculture contributes positively to the health of our planet.

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 estimated amount of CO₂ removal per ton of rock;
• 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;
• estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
• the expected terms of the debt restructuring;
• the expected financial impact of the debt restructuring to the Company;
• the timeline for court approval of the debt restructuring; and
• the potential arising from the re-assaying of certain core samples.

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 estimation of CO₂ removal based on the chemical and mineralogical composition of assumed resources and reserves;
• 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 related to the court approval process for the debt restructuring; 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, 2023. 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, Chief Executive Officer and Founder

Tel: +55 (31) 3245 0205; Email: investor@verde.ag

www.verde.ag | www.investor.verde.ag

Verde’s assays of over 1,500m of drilling find rare earths up to 12,487 ppm TREO and 3,357 ppm MREO

Results from 13 new holes show an 89m thick mineralized zone with grades up to 3,706 ppm TREO and 839 ppm MREO

Singapore. Verde AgriTech Ltd (TSX: “NPK”) (OTCQX: “VNPKF”) (“Verde” or the “Company”) is pleased to announce new significant results from its ongoing work to evaluate the presence of rare earths in historical diamond core drilling.

The Company has completed the reassaying of 3,640 meters across three distinct targets previously drilled for phosphate. On October 07, 2024^[1], Verde disclosed results for 743 meters from the Nau de Guerra target, and today it announces results for an additional 1,583^[2] meters from the Balsamo target. In the coming weeks, the final results for the remaining 1,314 meters from the third target, Alto da Serra, will be reported. This rare earth initiative has been officially named the Man of War Project.

Key results from the latest drilling assays include:

• 12,487 ppm TREO and 3,357 ppm MREO (AP-BD-09 1m@ [20]).
• 3,667 ppm TREO and 827 ppm MREO (AP-ND-13 85m @ [18m]).
• 122 ppm DyTb (AP-ND-05 1m@ [27])[3].

“We are excited by the continued positive results from the Balsamo target, which highlight the project’s potential as a major source of high-grade magnetic and heavy rare earth elements,” said Cristiano Veloso, Verde’s Founder and CEO. “While our sole focus remains on low carbon fertilizers, it is hard not to get excited about the potential size and grade of this discovery. This could potentially be one of the world’s largest and most relevant rare earths discoveries outside of China.”

The Company reanalyzed 13 drill holes in the mineralized zone of the Balsamo Target and results included[4]:

Verde has commissioned the preparation of a mineral resource report, to be completed in compliance with both NI 43-101 and Australian JORC standards. This independent report will allow the Company to maximize value for its shareholders as it explores potential alternatives to unlock the full potential of the project.

“Given the potential of this project and the substantial investment required for its development, the Board of Directors has decided that it should be advanced by an entity independent from the Company.” said Cristiano Veloso, Verde’s Founder and CEO. “This approach will allow Verde to remain focused on its core business of fertilizers, while maximizing the value of this rare earths discovery.”

For further technical details, the link below provides comprehensive information on the project’s location, geology, and full assay results for all rare earths elements: https://investor.verde.ag/events/investor-presentation-man-of-war-project/.

Qualified Person

The information in this announcement that relates to exploration results is based on information reviewed, recommended data collection methodologies, and overseen by QP Volodymyr Myadzel. Dr. Myadzel, PhD in Geology and a Member of the Australian Institute of Geoscientists (MAIG), brings over 25 years of experience in mineral exploration, resource modeling, and estimation of mineral deposits. His expertise spans the origin of mineralization and ore precipitation mechanisms across various geological environments. Dr. Myadzel has extensive experience in fieldwork, exploration, mineralogy, and petrography of metamorphic rocks and mineral deposits. He is also skilled in the preparation of core samples for analysis, sedimentology of alluvial and talus sediments, and the investigation of primary and secondary lithogeochemical dispersion patterns. His laboratory capabilities include transmitted-light microscopy and ore microscopy for petrography and ore mineralogy. Dr. Myadzel is a recognized Competent Person (CP) under the JORC Code and a Qualified Person (QP) under Canada’s NI 43-101 standards. He will serve as the Qualified Person for Mineral Resource estimation.

About Verde AgriTech

Verde AgriTech is dedicated to advancing sustainable agriculture through the innovation of specialty multi-nutrient potassium fertilizers. Our mission is to increase agricultural productivity, enhance soil health, and significantly contribute to environmental sustainability. Utilizing our unique position in Brazil, we harness proprietary technologies to develop solutions that not only meet the immediate needs of farmers but also address global challenges such as food security and climate change. Our commitment to carbon capture and the production of eco-friendly fertilizers underscores our vision for a future where agriculture contributes positively to the health of our planet.

For more information on how we are leading the way towards sustainable agriculture and climate change mitigation in Brazil, visit our website at https://verde.ag/en/home/.

Company Updates

Verde invites you to subscribe for updates. By signing up, you’ll receive the latest news about the Company’s projects, achievements, and future plans.

Subscribe at the following link: http://cloud.marketing.verde.ag/InvestorsSubscription

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. These statements include, but are not limited to:

• the potential quantity and grade of minerals identified in the Balsamo target area;
• the potential for future exploration results to confirm mineralization across broader zones;
• the completion of the mineral resource report, which is being prepared in accordance with both NI 43-101 and JORC standards, to validate the results obtained;
• the Company’s ability to finance continued exploration and development activities for the Balsamo target;
• the estimated capital and operational costs associated with the continued development of the Balsamo project.

It is important to note that the Balsamo project is currently in the exploratory phase. The results reported here are preliminary and should not be considered definitive indicators of the project’s viability. Further exploration work is required, and there is no guarantee that future drilling will confirm the presence of economically viable mineral reserves.

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 and continuity of mineralization at the Balsamo target;
• the successful completion of further exploratory work as planned;
• the availability of financing to continue exploration activities.

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; 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 workforce; 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, Chief Executive Officer and Founder

Tel: +55 (31) 3245 0205; Email: investor@verde.ag

www.verde.ag | www.investor.verde.ag

[1] Source: High grade ionic absorption clay magnetic rare earths mineralization found in Verde’s historical drill holes.

[2] Awaiting delayed analysis results for the remaining 48 meters.

[3] Refers to the sum of the oxides Dy₂O₃ + Tb₄O₇.

4 Oxide Conversion Factors: the conversion factors for rare earth oxides represent the multiplier used to convert the elements into their oxide forms. The conversion factors are as follows: Cerium Oxide (CeO₂) = 1.2284; Dysprosium Oxide (Dy₂O₃) = 1.1477; Erbium Oxide (Er₂O₃) = 1.1435; Europium Oxide (Eu₂O₃) = 1.1579; Gadolinium Oxide (Gd₂O₃) = 1.1526; Holmium Oxide (Ho₂O₃) = 1.1455; Lanthanum Oxide (La₂O₃) = 1.1728; Lutetium Oxide (Lu₂O₃) = 1.1372; Neodymium Oxide (Nd₂O₃) = 1.1664; Praseodymium Oxide (Pr₆O₁₁) = 1.2082; Samarium Oxide (Sm₂O₃) = 1.1596; Terbium Oxide (Tb₄O₇) = 1.1762; Thulium Oxide (Tm₂O₃) = 1.1421; Yttrium Oxide (Y₂O₃) = 1.2699; Ytterbium Oxide (Yb₂O₃) = 1.1387.

5 Total Rare Earth Oxides (TREO) refers to the sum of the oxides of rare earth elements, which include: Lanthanum Oxide (La₂O₃), Cerium Oxide (CeO₂), Praseodymium Oxide (Pr₆O₁₁), Neodymium Oxide (Nd₂O₃), Samarium Oxide (Sm₂O₃), Europium Oxide (Eu₂O₃), Gadolinium Oxide (Gd₂O₃), Terbium Oxide (Tb₄O₇), Dysprosium Oxide (Dy₂O₃), Holmium Oxide (Ho₂O₃), Erbium Oxide (Er₂O₃), Thulium Oxide (Tm₂O₃), Ytterbium Oxide (Yb₂O₃), Lutetium Oxide (Lu₂O₃), and Yttrium Oxide (Y₂O₃).

6 Magnetic Rare Earth Oxides (MREO) refers to the sum of the oxides of rare earth elements with magnetic properties, which include: Praseodymium Oxide (Pr₆O₁₁), Neodymium Oxide (Nd₂O₃), Terbium Oxide (Tb₄O₇), and Dysprosium Oxide (Dy₂O₃).