Investor Relations Verde AgriTech, Author at Verde AgriTech

Verde announces results of the 2024 Annual General and Special Meeting of shareholders

Singapore. Verde AgriTech Ltd. (TSX: “NPK”) (“Verde” or the “Company”) held its Annual General and Special Meeting of shareholders (the “Meeting”) on Thursday, June 27, 2024, at 300 Prof. Antônio Aleixo, Lourdes Belo Horizonte, Minas Gerais Brazil, and is pleased to announce that its shareholders approved all items put before them.

The results were as follows:

Item Voted Upon

Voting Result

Appointment of Hannah Oh as an Independent Director

*The resolution was approved by poll, as follows:

Votes For

Votes Withheld

11,326,125

(97.810 %)

253,604

(2.190 %)

Re-election of Cristiano Botelho Veloso as Director

*The resolution was approved by poll, as follows:

Votes For

Votes Withheld

11,326,693

(97.815 %)

253,036

(2.185 %)

Re-election of Renato Couto Gomes as Director

*The resolution was approved by poll, as follows:

Votes For

Votes Withheld

11,352,949

(98.042 %)

226,780

(1.958 %)

Re-election of Fernando Joao Prezzotto as Director

*The resolution was approved by poll, as follows:

Votes For

Votes Withheld

11,355,837

(98.067 %)

223,892

(1.933 %)

Directors’ remuneration for the financial year ending 31 December 2024

*The resolution was approved by poll, as follows:

Votes For

Votes Against

10,956,312

(94.616 %)

623,417

(5.384 %)

Re-appointment of Ernst & Young LLP as Auditors of the Company

*The resolution was approved by a show of hands, as follows:

Votes For

Votes Withheld

13,307,645

(99.379 %)

83,215

(0.621 %)

Authority for directors to allot and issue shares in the capital of the Company

*The resolution was approved by a show of hands, as follows:

Votes For

Votes Against

11,004,320

(95.031 %)

575,409

(4.969 %)

Renewal of Stock Option Plan

*The resolution was approved by a show of hands, as follows:

Votes For

Votes Against

10,625,596

(91.760 %)

954,133

(8.240 %)

As of the date of the Meeting, Mr. Marcelo Duarte, who holds a working visa in Singapore, had not yet received approval from the Singapore Ministry of Manpower (“MOM”) to take up a directorship position in the Company. Consequently, the resolution for his appointment as an Independent Director of the Company was not put to a vote.

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®. In 2022, it became Brazil’s largest potash producer by capacity.^[2] 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).^[3] This amounts to 295.70 million tonnes of potash in K₂O. For context, in 2021 Brazil’s total consumption of potash in K₂O was 6.57 million^[4].

Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 97% of its potash needs. In 2022, potash accounted for approximately 3% of all Brazilian imports by dollar value.^[5]

Corporate Presentation

For further information on the Company, please view shareholders’ deck:

https://verde.docsend.com/view/gdw7qpcqzk3rdsb4

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: https://bit.ly/InvestorsNL-April2023

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.verde.ag

[1] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9

[2] See the release at: https://investor.verde.ag/verde-starts-ramp-up-of-plant-2s-second-stage-to-reach-production-of-2-4mtpy/

[3] 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

[4] Source: Brazilian Fertilizer Mixers Association (from “Associação Misturadores de Adubo do Brasil“, in Portuguese).

[5] Source: Brazilian Comex Stat, available at: http://comexstat.mdic.gov.br/en/geral

Verde highlights potential to reduce the carbon footprint of Brazil’s biofuel supply chain

The replacement of KCl fertilizers with K Forte® could annually avoid the emission of up to 300 thousand tons of CO₂, generating annual Brazilian Decarbonization Certificates equivalent to C$8.5 million

Singapore. Verde AgriTech Ltd (TSX: “NPK”) (“Verde” or the “Company”) is pleased to announce that its potassium multinutrient specialty fertilizer, K Forte® (the “Product”), has a significantly lower carbon footprint than traditional potassium chloride (“KCl”) fertilizer, according to the calculation tool developed by the Brazilian government, RenovaCalc. The emission factor in Renovacalc applied to Potassium Chloride, with 60% K₂O mass content, is set at 0.455 tons of carbon dioxide equivalent per ton of K₂O (“t CO₂e/t K₂O”), sourced from the Ecoinvent database.[1] Following Renovacalc’s criteria and based on K Forte®’s Life Cycle Assessment (“LCA”), the emission factor of the Product is set at 0.0655 t CO2e/t K₂O.[2]^,[3]Therefore, the substitution of KCl fertilizer with Verde’s Product results in a reduction in emissions of 0.39 t CO2e/t K₂O, which represents an 85.6% reduction of the carbon footprint for K₂O within sugarcane and corn ethanol production in Brazil.

Brazil has approximately 3.3 million hectares of sugarcane crops and 1.1 million hectares of corn dedicated to biofuels.[4] It takes 20 kg of the Product per ton of sugarcane and 10 kg of the Product per ton of corn, to replace KCl in K₂O supply.

“Brazil’s dependence on potash imports, primarily from Canada, Russia, and Belarus, which account for over 95% of its total consumption, has significant environmental impacts. Given that agriculture contributes about 10-12% of the world’s greenhouse gas emissions, the need for mitigation initiatives within corporate value chains is critical.^[5] Our Product not only provides a high-quality source of potash and other nutrients but also enhances soil biodiversity due to its salinity and chloride-free properties. In addition, the replacement of KCl with K Forte® in biofuel agricultural production could significantly contribute to a more environmentally responsible supply chain”, stated Cristiano Veloso, Verde’s Founder and CEO.

The substitution of KCl fertilizer with Verde’s Product results in immediate carbon reductions and thus bolsters Verde’s sales value proposition, potentially strengthening Product sales among farmers who track their emissions to meet decarbonization goals.

Brazilian National Biofuels Policy and Renovacalc Parameters

The Brazilian National Biofuels Policy (“RenovaBio”) is a federal government initiative formally established by Law 13.576/2017.[6] RenovaBio aims to support Brazil’s commitments under the Paris Agreement within the United Nations Framework Convention on Climate Change. The program focuses on enhancing energy efficiency and reducing greenhouse gas emissions across the production, marketing, and use of biofuels through lifecycle assessment mechanisms. Additionally, it seeks to promote the expansion of biofuel production and use within Brazil’s energy matrix, ensuring a consistent fuel supply.

RenovaBio’s guiding principle for achieving its objectives is to incentivize fuels that have a lesser impact on global warming, specifically those that result in lower lifecycle greenhouse gas (“GHG”) emissions, such as biofuels.

The policy operates through the following steps:[7]

Establishing of long-term national goals (over 10 years) for reducing GHG emissions in the Brazilian fuel matrix,
Breaking down of these national targets into individual mandatory targets for fuel producers,
Assessing the performance of fuel producers through RenovaCalc. The tool employs an attributional approach for the lifecycle assessment (LCA) of biofuels, encapsulating the “well-to-wheel” scope which assesses the environmental impact from fuel extraction to its end use in vehicle propulsion. The tool utilizes inventory data from the Ecoinvent v.3.1 database for upstream agricultural processes, prioritizing inventories specific to Brazil (BR), global averages (GLO), and, when unavailable, data from the ‘Rest of the World’ (RoW), which is an exact copy of the GLO dataset with adjusted uncertainty. For biofuel distribution and usage, RenovaCalc relies on official and sectoral statistics and a tool for estimating greenhouse gases for intersectoral sources. With these inputs, RenovaCalc calculates the carbon intensity (CI) of produced biofuels using standardized lifecycle emission factors.
Translating biofuels’s carbon intensity into an Environmental Efficiency Score (“EES”).
Certifying fuel production based on each producer’s EES, leading to the generation of Biofuel Decarbonization Credit Certificates (“CBIOs” from the Portuguese “Créditos de Descarbonização de Biocombustíveis”), awarded to producers of renewable biofuels based on the volume of production and the sustainability of their processes. CBIOs are digital financial securities held by financial institutions authorized by the Brazilian National Agency of Petroleum, Natural Gas and Biofuels (“ANP”), representing the reduction of one ton of carbon dioxide emissions, verified by RenovaCalc through each fuel’s lifecycle analysis.
These certificates can then be sold in the financial market, primarily to fossil fuel distributors who are mandated under Brazilian law to offset a portion of their carbon emissions by purchasing CBIOs.[8] This certification is conducted by auditors accredited by the ANP.

Based on Brazil’s potash consumption for sugarcane and corn for ethanol production, the use of K Forte® as a potash source could potentially avoid the emission of up to 300,429 tons of CO₂per year,[9] due to the reduction in emissions associated with KCl production from 350,912 tons of CO₂ to 50,483 tons associated with K Forte® production. Given the average price of CBIOs in the last 6 months, at C$28.20,[10] this substitution could generate the equivalent to C$8.5 million in CBIOs annually.[11]

Replacing KCl with the Product in a standard biofuel production plant[12] would result in an approximate 0.8% increase in the Environmental Efficiency Score of the production chain.

“The potential annual avoidance of CO₂ emissions is equivalent to taking approximately 65,000 cars off the road for an entire year,[13] or the amount of CO₂ absorbed by approximately 5 million tree seedlings grown over ten years. This represents a tremendous impact,” commented Mr Veloso.

Brazilian Agribusiness Decarbonization

Decarbonization in agriculture is becoming an ever more relevant topic. Brazil is advancing its agenda for reducing GHG from agriculture through the “Adaptation and Low Carbon Emission Plan in Agriculture – ABC+” (2020-2030). This initiative is designed to support Brazil’s commitment to the Paris Agreement by facilitating climate change adaptation and promoting sustainable landscape management.[14]

Energy agriculture presents a pivotal opportunity to transform Brazilian agribusiness as global economic growth fuels increased energy demand. Ethanol and biodiesel, as alternatives to fossil fuel energy, are gaining traction. Produced from renewable resources such as sugarcane and forest biomass, these biofuels are a step towards sustainability. Sugarcane ethanol, noted for its exceptionally low carbon footprint, contributes significantly to Brazil’s renewable energy matrix—accounting for 15.4% of the national energy matrix or 32% of all domestically offered renewable energy. This places Brazil (47.4%) well above the global average (14.1%) and the OECD developed countries (11.5%) in the adoption of clean and renewable energy. The sugarcane energy chain alone generates over US$100 billion in gross value, contributing roughly US$40 billion to Brazil’s GDP, equivalent to about 2% of the national GDP.[15]

In Brazil, a 27% ethanol blend in gasoline has been legally mandated since 2015, making the country the world’s second-largest ethanol producer. Ethanol, derived from both sugarcane and corn, can be used either in its hydrated form or mixed with gasoline (anhydrous ethanol), significantly aiding environmental preservation and air quality improvement by reducing GHG emissions by up to 90% compared to gasoline.[16]

RenovaBio sets annual decarbonization targets for the fuel sector to boost biofuel production and use in the nation’s transport energy matrix. By 2030, RenovaBio aims to achieve more than a 10% reduction in GHG emissions within the Brazilian transport sector, significantly contributing to the national commitment of a 43% total GHG emission reduction.[17]

Internationally, similar initiatives to RenovaBio, such as the Low Carbon Fuel Standard (LCFS) of the California government and the Renewable Energy Directive (RED) of the European Union, have demonstrated success and longevity, with over a decade of implementation.

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

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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 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; 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 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 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, Chief Executive Officer and Founder

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

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

[1] Please see the “RenovaCalc” section for further information on the calculation assumptions.

[2] Considers K Forte®’s “cradle-to-gate” emissions, in accordance with RenovaCalc’s parameters. RenovaCalc’s standardized lifecycle emission factors encompass all emissions from the extraction of raw materials through to the completion of production, not including shipping emissions. For biofuel distribution and usage, RenovaCalc relies on official and sectoral statistics and a tool for estimating greenhouse gases for intersectoral sources. With these inputs, RenovaCalc calculates the Environmental Efficiency Score (“EES”) of produced biofuels. Please see the “RenovaCalc” section for further information on the calculation assumptions.

[3] For K Forte®, containing 10% K2O, a tenfold increase in application is considered to match the mass equivalent of K2O used in KCl, achieving equivalence to 1 kg of K2O.

[4] Assumptions: 31.193 million liters of ethanol produced per year (Source: Sugarcane and Bioenergy Observatory – UNICAdata). Dosages of 100 and 200 kg of K2O per hectare, respectively, for corn and sugarcane. Assuming the average yield of 4,025 liters per hectare for corn and 8,100 liters per hectare for sugarcane. K Forte (10% K2O) and KCl (60% K2O).

[5] BRENTRUP, F.; HOXHA, A.; CHRISTENSEN, B. Carbon footprint analysis of mineral fertilizer production in Europe and other world regions. [s.l: s.n.].

[6] To meet the obligations assumed by Brazil at the United Nations Conference on Climate Change 2015 (COP 21), the Brazilian National Biofuels Policy (RenovaBio) was implemented in 2017 by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 56 of December 21, 2022 issued by the Brazilian Ministry of Mines and Energy. For further information, please see: https://www.gov.br/mme/pt-br/assuntos/secretarias/petroleo-gas-natural-e-biocombustiveis/renovabio-1/renovabio-ingles

[7] Sources: a) ANP (2018). RenovaBio – Strategic Guidelines – Proposal submitted for public consultation.

b) ANP (2018). RenovaBio – Next Steps in Regulation. 40th Ordinary Meeting of the Sugar and Alcohol Production Chain Sectoral Chamber.
c) Official Gazette of the Union, National Energy Policy Council – Resolutions No. 5, June 5, 2018 and Resolution No. 758, November 23, 2018.
d) Embrapa (2018). Technical Note – RenovaCalcMD: Method and Tool for Accounting the Carbon Intensity of Biofuels in the RenovaBio Program.

[8] Although there is no restriction on the type of buyer eligible to purchase CBIOs, it should be noted that, according to Brazilian Law No. 13,576, it is mandatory for fossil fuel distribution companies to buy CBIOs to meet their decarbonization targets.

[9] Assumptions: 31.193 million liters of ethanol produced per year (Source: Data from the Sugarcane and Bioenergy Observatory – UNICAdata – which provides historical data on ethanol production by raw materials, sugarcane and corn for the 2022/2023 harvest). Dosages of 100 and 200 kg of K2O per hectare, respectively, for corn and sugarcane. Assuming the average yield of 4,025 liters per hectare for corn and 8,100 liters per hectare for sugarcane. Demand for 7.71 million tons for K Forte (10% K2O) and 1.28 million tons for KCl (60% K2O).

[10] CBIOs average price from December 01, 2023 to May 31, 2024 was 102.92 Brazilian Reais (“R$”). Source: B3. Currency Exchange Rate: C$1.00 = R$3.65.

[11] R$30.9 million. Currrency Exchange Rate: C$1.00 = R$3.65.

[12] Standard profile for biofuel production: an option in RenovaCalc for biofuel producers or importers, which includes the technical parameters related to the production of energy biomass, pre-filled with data that reflects the average production profile in Brazil, with added penalties. Source: Official Gazette of the Union, ANP – Resolution No. 758, November 23, 2018.

[13] Based on the average car emitting about 4.6 tons of CO2 annually.

[14] Sources: https://www.gov.br/agricultura/pt-br/assuntos/sustentabilidade/planoabc-abcmais and https://www.gov.br/agricultura/pt-br/assuntos/sustentabilidade/planoabc-abcmais/abc/programas-e-estrategias

[15] Source: https://unicadata.com.br/listagem.php?idMn=158

[16] Source: Data report on the sugar energy sector in Brazil and its economic, environmental and social impacts (from Portuguese “Fotografia do setor açúcar energético no Brasil e os benefícios econômicos, ambientais e sociais gerados”), Brazilian Sugarcane Industry and Bioenergy Association (Unica).

[17] Source: Brazilian Sugarcane Industry and Bioenergy Association (Unica)

Verde Announces the Commencement of OTCQX Trading

Singapore. Verde AgriTech Ltd. (TSX: NPK; OTCQX: VNPKF) (“Verde” or the “Company”) is pleased to announce that its common shares begin trading today on the OTCQX® Best Market (“OTCQX”) under the ticker symbol “VNPKF”. OTCQX is the highest market tier of OTC Markets on which 12,000 U.S. and global securities trade. Verde’s common shares will continue to trade on the Toronto Stock Exchange under the symbol “NPK”.

“Today we celebrate one more important milestone for Verde. By trading on OTCQX Best Market we expect to enhance the visibility and accessibility of the Company to U.S. investors, providing a broader platform to build shareholder value alongside our Toronto Stock Exchange listing,” commented Cristiano Veloso, Verde’s Founder and CEO.

The OTCQX provides value and convenience to U.S. investors, brokers and institutions seeking to trade Verde’s shares. OTCQX is OTC Markets Group’s premier market for established, investor-focused U.S. and international companies.

Upgrading to the OTCQX is an important step for companies seeking to provide transparent trading for their U.S. investors. To be eligible, companies must meet high financial standards, follow best practice corporate governance, demonstrate compliance with applicable securities laws, be current in their disclosure, and have a professional third-party sponsor introduction. B. Riley Securities, Inc.[1] acted as the Company’s OTCQX sponsor.

Verde is in the process of securing Depository Trust Company (“DTC”) eligibility for its common shares. DTC manages electronic clearing and settlement of publicly traded companies across the United States and in 131 other countries. Trading through DTC allows for cost-effective clearing and guaranteed settlement, simplifying and accelerating the settlement process of daily trades.

U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on https://www.otcmarkets.com/stock/VNPKF/quote.

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/.

About OTC Markets Group Inc.

OTC Markets Group Inc. (OTCQX: OTCM) operates regulated markets for trading 12,000 U.S. and international securities. Our data-driven disclosure standards form the foundation of our three public markets: OTCQX^® Best Market, OTCQB^® Venture Market and Pink^® Open Market.

OTC Link^® Alternative Trading Systems (ATSs) provide critical market infrastructure that broker-dealers rely on to facilitate trading. Its innovative model offers companies more efficient access to the U.S. financial markets.

OTC Link ATS, OTC Link ECN and OTC Link NQB are each an SEC regulated ATS, operated by OTC Link LLC, a FINRA and SEC registered broker-dealer, member SIPC.

For further information, visit www.otcmarkets.com.

Corporate Presentation

For further information on the Company, please view shareholders’ deck:

https://verde.docsend.com/view/kfha8egve2ipe7jc

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 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 tonne 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; 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 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 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, Chief Executive Officer and Founder

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

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

[1] B. Riley Securities is a leading middle market investment bank that provides capital markets, financial advisory, and institutional brokerage services to public and private companies and investors. B. Riley Securities has served corporate and institutional clients in the United States for over 20 years. For further information, visit https://brileyfin.com/.

Hannah Oh and Marcelo Duarte to Join Verde’s Board of Directors, Subject to Shareholders’ Approval

Singapore. Verde AgriTech Ltd (TSX: “NPK”) (“Verde” or the “Company”) is pleased to announce that Hannah Oh and Marcelo Duarte (the “Directors”) have been recommended for appointment to the Company’s Board of Directors (the “Board”) at the upcoming Annual General and Special Meeting (the “Meeting”), pending shareholder approval. Mr. Duarte’s is a Brazilian that resides in Singapore, where he leads the Asia-Brazil Agro Alliance. Therefore, Mr. Duarte’s appointment as an Independent Director of the Company is contingent upon his obtaining approval from the Singapore Ministry of Manpower (“MOM”).

“We are delighted to welcome Ms. Hannah Oh to Verde’s Board of Directors. Ms. Oh has a remarkable history in sales and marketing at Bayer, a global leader in agriculture and pharmaceuticals. Over the span of 15 years, she led the strategy, marketing and operations teams globally covering digital farming systems, seeds and traits, crop protection, corporate sustainability and biological divisions. She held roles as Marketing Excellence Lead for Asia and US Biological divisions, as well as global roles to lead Sales & Operations processes, where she oversaw the launch of several agricultural products and technologies, experience that will be vital for establishing the market for Verde’s specialty fertilizers. Her achievements in connecting ag/food and climate tech start-ups as an impact investor and advisor align perfectly with our business strategies. Now currently as the co-founder of IXO, her expertise in AI-driven measurement, reporting, and verification methodologies and blockchain management for carbon credits will be invaluable for guiding and supporting the development of Verde’s carbon project,” declared Cristiano Veloso, Verde’s Founder, President & CEO.

“We are also thrilled to welcome Mr. Marcelo Duarte to Verde’s Board of Directors. Based in Singapore, Mr. Duarte is one of the foremost authorities on Brazilian agribusiness in the whole of Asia. His extensive experience in institutional relations as the Secretary of State for Infrastructure in Mato Grosso, Brazil’s most significant agricultural state, and the Executive Director of the Brazilian Soybean Producers Association both add a critical dimension to our Board. Currently, Mr. Duarte leads the Brazilian Cotton Growers Association as they navigate the upcoming EU regulations, effective from 2025, which will require all clothing sold to disclose its carbon footprint, a major development for the sector that involves making many strategic decisions. Marcelo’s deep expertise in both the public and private sectors, coupled with his strategic vision in Brazilian and international agribusiness, will be invaluable as we continue to advance Verde’s business strategy,” completed Mr. Veloso.

With over 15 years of hands-on experience in commercial and sustainability leadership roles within Bayer across Asia, Europe, and the USA, Hannah Oh has been recognized as a driving force for positive change and organizational transformations. Ms. Oh has a strong track record through commercial roles such as Head of Marketing Excellence in Asia at Bayer Crop Science and US biological division, Global Sales & Operations Lead, and as Head of International Engagements for Water, where she developed global partnerships for water conservation and global climate crises.

As impact investor and technical advisor, Ms. Oh is deeply committed to fostering connections between ag/food and climate tech start-ups, philanthropic foundations, and impact capital, serving as a catalyst for impactful ventures and offering strategic guidance as an advisor.

Currently, Ms. Oh is the co-founder of IXO, pioneers in digital technologies to bring transparency, integrity through high-definition impacts data, and outcome-focused impact investment strategies. Through IXO’s real-time digital Measurement, Reporting, and Verification capabilities, leveraging its own blockchain and casual AI models, companies and projects in green transition can benefit from high-quality impact credits, i.e., carbon credits; and also to value social impact outcomes in education, health, and gender equity. Ms. Oh and the team are on a mission to count what matters and value what counts.

Ms. Oh also contributes as a board member, speaker and author. Her dedication to uplifting rural communities has been recognized, earning her a place among Singapore’s top 30 Women of Power in 2023.

Ms. Oh holds a BA in Economics and Asian Studies from Macalester College and has studied sustainability at the University of Cambridge’s Institute for Sustainability. Ms. Oh is a Certified Health Coach on Foods, Nutrition, and Wellness Studies, from the Institute for Integrative Nutrition.

“I am delighted to join Verde’s Board of Directors. With my background in agricultural market development, sustainability, and impact investing, I am ready to support the Company’s innovative approach to sustainable farming and decarbonization of the Brazilian agribusiness. My work with IXO has shown me the transformative power of high-quality impact credits and digital transparency, and I look forward to leveraging this experience to advance Verde’s carbon projects and sales initiatives,” commented Ms. Oh.

Mr. Duarte serves as the CEO of Asia-Brazil Agro Alliance and holds the position of Director of International Relations at the Brazilian Cotton Growers Association (Abrapa). He earned his Master’s degree in Agricultural Commerce from Lincoln University in New Zealand, an MBA from FGV (Brazil), and a Bachelor’s degree in Business Administration from UFMT (Brazil). His extensive educational background is further enhanced by courses at Harvard and a visiting scholar tenure at the University of Illinois Urbana-Champaign.

Since relocating to Singapore in 2020, Mr. Duarte has been at the helm of the Cotton Brazil Program, a significant initiative under his leadership aimed at enhancing Brazil’s cotton exports through strategic market development initiatives in the top ten cotton importing countries.

In addition to his roles in the private sector, Mr. Duarte has also held significant public sector positions, including Secretary of State for Infrastructure, President of the State Infrastructure Fund, and President of the Public-Private Partnership company (MT Par) in Mato Grosso state, Brazil.

Mr. Duarte is actively engaged in both the Brazilian and international agribusiness communities, contributing as a board member, advisor, entrepreneur, and angel investor.

“I am eager to contribute to Verde’s strategic growth, leveraging my experience in agricultural commerce and international relations. The Brazilian agribusiness sector has been facing many challenges recently, and it is increasingly clear to farmers the importance of using quality products to enhance crop resilience and of fighting against climate change. I am honored to be nominated to Verde’s Board of Directors and help drive the Company’s mission forward,” commented Mr. Duarte.

Annual General and Special Meeting

The appointment of Hannah Oh and Marcelo Duarte will be voted by shareholders at the 2024 Annual General and Special Meeting. The Meeting will be held on June 27, Thursday, at 7:00 a.m. (BRT) / 6:00 p.m. (SGT), at 300 Prof. Antônio Aleixo, Lourdes, Belo Horizonte, Minas Gerais, Brazil, 30180-150.

Shareholders are invited to observe the Meeting by joining the Zoom webinar, details of which will be provided on registration at the following link: https://bit.ly/2024_Annual-General-Meeting. Participants will be able to listen to the proceedings at the Meeting through this method regardless of their geographic location.

The questions must be submitted in advance through the following link before the Meeting: https://bit.ly/2024-AnnualGeneralMeeting-Questions.

About Verde AgriTech

Verde AgriTech is a climate-smart agriculture technology company. We are dedicated to driving sustainable and regenerative agriculture in Brazil through the production of specialty multi-nutrient potassium fertilizers, essential in promoting decarbonization in the agricultural sector. Our mission is to increase agricultural productivity, enhance soil health and significantly contribute to environmental sustainability. With our proprietary technologies, we develop solutions that meet farmers’ immediate needs for crop nutrition while simultaneously addressing global challenges such as food security and climate change.

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/.

Corporate Presentation

For further information on the Company, please view shareholders’ deck:

https://verde.docsend.com/view/cb2w3cnd2jk4sw49

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 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 tonne 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; 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 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 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, Chief Executive Officer and Founder

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

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

Verde Announces Q1 2024 Results

(All figures are in Canadian dollars, unless stated otherwise. Average exchange rate in Q1 2024: C$1.00 = R$3.67)

Singapore. Verde AgriTech Ltd (TSX: “NPK”) (“Verde” or the “Company”) announces its financial results for the period ended March 31, 2024 (“Q1 2024”).

Verde’s Q1 2024 results were affected by adverse climate conditions, which reduced overall fertilizer demand in Brazil. This contrasts with Q1 2023, which benefitted from record potash prices and agricultural commodity prices, in good part as a consequence of the outbreak of Ukraine-Russia war.

In 2022, Brazilian farmers committed to purchasing agricultural inputs in advance for the 2023 “second crop” (known locally as safrinha) of corn that is sowed after the main crop. That year, agricultural commodity prices were high and the outlook for the 2023 safrinha of corn was still excellent. The application of fertilizers for the safrinha usually occurs in the first quarter of the year, which further drove the positive financial results for Verde in Q1 2023.

In Q1 2024, however, a “perfect storm” hit the Brazilian fertilizer market. Startin in the second half of 2023, the El Niño effects altered rainfall patterns, severely affecting Brazil’s agricultural cycle all the way through early 2024. The irregular and unpredictable precipitation complicated agricultural planning, increasing risks to crop productivity and profitability. Consequently, many soybean farmers postponed planting, leading to a widespread decision to forego planting the safrinha corn. This resulted in a significant decrease in fertilizer demand in the first quarter of 2024.

All in all, the Company’s results for Q1 2024 are lower than those for Q1 2022 and Q1 2023, quarters that benefitted from the previously mentioned geopolitical factors. When compared to the sales volume and revenue of Q1 2021 however, the Q1 2024 results were approximately five times greater, confirming the broader trend:

	Q1 2021	Q1 2024	∆Q1 21-24
Sales (‘000 tons)	17	85	400%
Revenue (C$’000)	831	5,068	510%

	FY 2021	FY 2024	∆FY 21-24
Sales (‘000 tons)	400	TBD	TBD
Revenue (C$’000)	27,709	TBD	TBD

“Though we are disappointed with the overall market conditions and results for Q1 2024, these were still over five times greater than Q1 2021. In that year, by December 2021, Verde had delivered 400 thousand tonnes. The fundamentals are in place and Verde’s new sales and marketing teams are making significant progress, this makes me very excited about the long-term trajectory for our Company. Now that Verde was recognized as one of the world’s Top 100 most promising carbon removal companies by the XPRIZE Carbon Removal competition, it is clear that the faster we can spread greater and greater quantities of our products to agricultural land, the better the planet will be”, declared Verde’s Founder, President & CEO Cristiano Veloso.

First Quarter 2024 Highlights

Operational and Financial Highlights

Sales in Q1 2024 were 85,000 tonnes, compared to 108,000 tonnes in Q1 2023 and 16,558 tonnes in Q1 2021.
Revenue in Q1 2024 was $5.1 million, compared to $11.1 million in Q1 2023 and $0.8 million in Q1 2021.
Cash and other receivables held by the Company in Q1 2024 were $17.3 million, compared to $34.3 million in Q1 2023 and 9 million in Q1 2021.
EBITDA before non-cash events was -$0.7 million in Q1 2024, compared to $2.0 million in Q1 2023 and a -$0.9 million in Q1 2021.
Net loss in Q1 2024 was $4.8 million, compared to a $0.1 million loss in Q1 2023 and a $1.8 million loss in Q1 2021.

Other Highlights

The Product sold in Q1 2024 has the potential to capture up to 1,131 tons of carbon dioxide (“CO₂”) from the atmosphere via Enhanced Rock Weathering (“ERW”).^[1] The potential net amount of carbon captured, represented by carbon dioxide removal (“CDR”), is estimated at 716 tons of CO₂.^[2] In addition to the carbon removal potential, Verde’s Q1 2024 sales avoided the emissions of 316 tons of CO₂e, by substituting potassium chloride (“KCl”) fertilizers.^[3]
Combining the potential carbon removal and carbon emissions avoided by the use our Product since the start of production in 2018, Verde’s total impact stands at 260,341 tons of CO₂.^[4]
6,736 tons of chloride have been prevented from being applied into soils Q1 2024, by farmers who used the Product in lieu of KCl fertilizers.^[5] A total of 153,299 tons of chloride has been prevented from being applied into soils by Verde’s customers since the Company started production.^[6]

Subsequent event

In the second quarter of 2024, the Company initiated a Strategic Debt Restructuring Plan, which includes seeking specific Preliminary Judicial Relief to obtain temporary protection against actions and foreclosures by 7 banks. This request is aimed at ensuring stability while we renegotiate terms with our financial creditors. In compliance with legal requirements, all loan payment obligations have been suspended since April 2024. It is important to emphasize that this measure does not affect the Company’s operations, nor does it compromise our contractual obligations to suppliers. Negotiations with the banks are progressing constructively, and the Company anticipates achieving a significant improvement in debt terms, including a substantial extension of the payment period, a grace period, and a reduction in interest rates. This strategy is aligned with Verde’s long-term objectives and reaffirms the Company’s commitment to financial and operational sustainability.

Q1 2024 in Review

Agricultural Market

Following the onset of the Ukraine-Russia conflict in early 2022, the agricultural sector experienced a historic surge in the prices of inputs and commodities. Notably, the average potash price jumped by 204% in Q1 2022, peaking at US$1,200 per ton in March 2022, compared to an average of US$293 in Q1 2021.[7] This spike in KCl CFR prices in 2022 was so significant that, despite a downward trend beginning in the latter half of the year, the market in 2023 still benefited the effects of the record-high levels reached in 2022. The average KCl CFR price in Q1 2024 had dropped by 40% compared to Q1 2023, and by 66% compared to Q1 2022.

The Association of Soybean and Corn Producers of Brazil (Aprosoja) reported that during the 2023 soybean planting period, most regions faced excessively dry conditions, while the south experienced excessive rainfall. This variability forced some farmers to plant soybeans in dry soil, attempting to avoid disrupting the subsequent safrinha corn planting. Regrettably, these soybeans often failed to thrive, leading to two or three replanting attempts, which significantly increased expenses on seeds, pesticides, fuel, and labor.

This series of challenges persisted into 2024, creating a “perfect storm” scenario. Ongoing El Niño effects from 2023 altered rainfall patterns, severely affecting crop harvests in 2024. The irregular and unpredictable precipitation complicated agricultural planning, increasing the risks to crop productivity and profitability. Consequently, many soybean farmers, challenged by insufficient rainfall, postponed planting, leading to a widespread decision to forego planting safrinha corn. This resulted in a significant decrease in fertilizer demand in the first quarter of 2024.

The market prices for Brazil’s main crops remained stable in Q1 2024 with minor variations, although they continued to be significantly lower than the levels observed in Q1 2022 and Q1 2023. A sack of soybeans, previously valued at R$207 in the market, is now trading below R$120,[8] while the sack of corn has dropped from R$103 to R$61.[9]

Global market competition

In 2022, Brazil experienced its highest interest rates since 2006, a situation that has been showing signs of improvement since H2 2023 but still impacts the Company’s financing conditions.

The current SELIC interest rate is 10.5%.[10] The Central Bank of Brazil projects the SELIC rate to reach 9.8% per annum by the end of 2024, 9.0% in 2025 and 2026.^[11] Annual inflation forecast for 2024 and 2025 are 3.8% and 3.7% respectively.^[12]

Brazilian farmers have grappled with tight working capital amid challenging market conditions in 2023, and they have sought for input suppliers offering the most favorable payment terms and interest rates, allowing them to defer payment until after the harvest, typically between 9 to 12 months later. Verde’s ability to provide financing with longer tenors is considerably lower compared to international players^[13], which represents terms less competitive for its customers. Unlike its competitors, Verde does not have the option to incur most of its cost of debt in US dollar-denominated liabilities. Overall, the Company is not able to provide financing for more than 20% of its revenue due to constraints related to lines of credit.

Verde’s average cost of debt is 14.4% per annum. To incentivize sales, the Company offers its customers a credit line that charges a spread to its finance cost to comprise operational costs, provisions, and expected credit losses, leading to an average lending cost of 17.5% for credit-based purchases. This approach, while necessary in the agricultural sector, increases the risk of non-payment for suppliers such as fertilizer companies, reflecting the heightened financial pressures within the sector.

Currency exchange rate

Canadian dollar devaluated by 4% versus Brazilian Real in Q1 2024 compared to Q1 2023.

Q1 2024 Results Conference Call

The Company will host a conference call on Thursday, May 16, 2024, at 08:00 am Eastern Time, to discuss Q1 2024 results and provide an update. Subscribe using the link below and receive the conference details by email.

Date:	Thursday, May 16, 2024
Time:	08:00 am Eastern Time
Subscription link:	https://bit.ly/Q1-2024_ResultsPresentation

The questions must be submitted in advance through the following link up to 48 hours before the conference call: https://bit.ly/Q1-2024-ResultsPresentation_Questions.

The Company’s first quarter financial statements and related notes for the period ended March 31, 2024 are available to the public on SEDAR at www.sedar.com and the Company’s website at www.investor.verde.ag/.

Results of Operations

The following table provides information about three months ended March 31, 2024, as compared to the three months ended March 31, 2023. All amounts in CAD $’000.

All amounts in CAD $’000	3 months ended Mar 31, 2024	3 months ended Mar 31, 2023
Tons sold (‘000)	85	108
Average revenue per ton sold $	60	103
Average production cost per ton sold $	(20)	(25)
Average gross profit per ton sold $	40	78
Average gross margin	67%	76%

Revenue	5,068	11,125
Production costs	(1,671)	(2,710)
Gross Profit	3,397	8415
Gross Margin	67%	76%
Sales and marketing expenses	(970)	(1,207)
Product delivery freight expenses	(1,595)	(3,867)
General and administrative expenses	(1,501)	(1,372)
EBITDA ⁽¹⁾	(670)	1,969
Share Based, Equity and Bonus Payments (Non-Cash Event) ⁽²⁾	(1,777)	(28)
Depreciation and Amortization⁽³⁾	(919)	(911)
Operating (Loss) / Profit after non-cash events	(3,366)	1,030
Interest Income/Expense ⁽⁴⁾	(1,377)	(1,042)
Net (Loss) / Profit before tax	(4,743)	(12)
Income tax ⁽⁵⁾	(9)	(96)
Net (Loss) / Profit	(4,752)	(108)

⁽¹⁾ – Non GAAP measure
⁽²⁾ – Included in General and Administrative expenses in financial statements
⁽³⁾ – Included in General and Administrative expenses and Cost of Sales in financial statements
⁽⁴⁾ – Please see Summary of Interest-Bearing Loans and Borrowings notes
⁽⁵⁾ – 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 CFR Brazil, agricultural commodities prices, interest rates, among other factors. For further details, please refer to the Q1 2024 Review section:

Financial and operating results

In Q1 2024, revenue from sales fell by 54%, accompanied by a 42% reduction in the average revenue per ton compared to Q1 2023. Excluding freight expenses (FOB price), the average revenue per ton decreased by 38% in Q1 2024 compared to Q1 2023. The proportion of products sold in jumbo bags, which command a higher sales price per ton compared to bulk, represented 6% of the Company’s total volume sold, down from 24% in Q1 2023. This shift further affected the average revenue per ton in Q1 2024.

Sales declined by 21% in Q1 2024 compared to Q1 2023, due to the conditions outlined in the Q1 2024 Review section.

The decline in EBITDA is primarily due to the reduced revenue in Q1 2024.

The Company generated a net loss of $4.8 million in Q1 2024, compared to a net loss of $0.1 million in Q1 2023.

Basic loss per share was $0.09 for Q1 2024, compared to a loss of $0.002 for Q1 2023.

Production costs

In Q1 2024, total production costs were reduced by 37% compared to Q1 2023, influenced by the decrease in sales volume. The average cost per ton experienced a 18% reduction compared to Q1 2023, due to the commissioning of Plant 2 in 2022. This new plant operates at a lower production cost compared to Plant 1 due to enhanced operational efficiency. In 2022, Plant 1 operated across four work shifts to fulfil market demand. With the inauguration of Plant 2, it became possible to reduce headcounts at Plant 1, with both plants operating just one shift each from 2023. Sales from Plant 2 constituted 86% of the total sales in Q1 2024. Moreover, the decrease in the proportion of sales made with Jumbo Bags to 6% in Q1 2024, down from 24% in Q1 2023, also contributed to the reduction in average production cost.

Production costs include all direct costs from mining, processing, and the addition of other nutrients to the Product, such as Sulphur and Boron. It also includes the logistics costs from the mine to the plant and related salaries.

Sales, General and Administrative Expenses

SG&A represents a non-operating segment that includes corporate and administrative functions, essential for supporting the Company’s operating segments.

Sales Expenses

CAD $’000	3 months ended Mar 31, 2024	3 months ended Mar 31, 2022
Sales and marketing expenses	837	1,070
Fees paid to independent sales agents	133	137
Total	970	1,207

Sales and marketing expenses cover salaries for employees, car rentals, domestic travel in Brazil, hotel accommodations, and Product promotion at marketing events. The 22% reduction in these expenses in Q1 2024 compared to Q1 2023 is attributed to Verde’s decision to scale back investments in media channels that were not anticipated to yield short-term returns.

As part of the Company’s marketing and sales strategy, Verde compensates its independent sales agents via commission-based remuneration. Despite a decrease in overall sales for the first quarter of 2024, the proportion of sales made by these agents increased significantly, accounting for 58% of total sales in Q1 2024, up from 30% in Q1 2023. Due to the overall decline in sales volume, the fees paid to independent sales agents decreased by 3% in Q1 2024 compared to the same period in 2023.

Product delivery freight expenses

Expenses decreased by 59% compared to the same period last year. The volume sold as CIF (Cost Insurance and Freight) in Q1 2024 represented 66% of total sales, slightly less than the 68% in Q1 2023. However, the Company achieved a reduction in average freight costs per ton for products sold on a CIF basis, to $29 in Q1 2024 from $53 in the comparable period of the previous year. The 46% decrease in freight costs can primarily be attributed to a reduction in the percentage of sales made to regions that are more distant from Verde’s production facilities.

General and Administrative Expenses

CAD $’000	3 months ended Mar 31, 2024	3 months ended Mar 31, 2023
General administrative expenses	805	916
Allowance for expected credit losses	146	4
Legal, professional, consultancy and audit costs	341	317
IT/Software expenses	181	112
Taxes and licenses fees	28	23
Total	1,501	1,372

General administrative expenses include general office expenses, rent, bank fees, insurance, foreign exchange variances and remuneration of executives, directors of the Board and administrative staff. General administrative decreased by 12% compared to the same period last year, due to a reduction in leasing expenses, such as water trucks and metallic structures to support operations.

According to Verde’s sales policy, any customer payments that are overdue for more than 12 months must be provisioned for. The increase in the allowance for expected credit losses in Q1 2024 compared to Q1 2023 is attributed to the financial constraints faced by farmers, which are a result of low prices for agricultural commodities, among other factors, as outlined in the Q1 2024 Review section.

Legal, professional and audit costs include fees along with accountancy, audit and regulatory costs. Consultancy fees encompass consultants employed in Brazil, such as accounting services, patent processes, lawyer’s fees and regulatory consultants.

IT/Software expenses include software licenses such as Microsoft Office, Customer Relationship Management (“CRM”) software and Enterprise Resource Planning (ERP). Expenses increased by 62% in Q1 2024 compared to the same period last year due to an increase in costs associated with the Company’s CRM software.

Share Based, Equity and Bonus Payments (Non-Cash Event)

Share Based, Equity and Bonus Payments (Non-Cash Events) encompass expenses associated with stock options granted to employees and directors, as well as equity compensation and non-cash bonuses awarded to key management personnel. In Q1 2024, the costs associated with share-based payments increase to $1,777 compared to $28 for the same period last year. This increase was primarily due to new options issuance.

Liquidity and Cash Flows

For additional details see the consolidated statements of cash flows for the quarters ended March 31, 2024 and March 31, 2023 in the quarterly financial statements.

Cash generated from / (utilised in): CAD $’000	3 months ended Mar 31, 2024	3 months ended Mar 31, 2023
Operating activities	(2,859)	(3,277)
Investing activities	(269)	(1,889)
Financing activities	(772)	8,163

On March 31, 2024, the Company held cash of $3,200 a decrease of $1,089 on the same period in 2023.

Operating activities

In agricultural sales, credit transactions are common due to the cyclical nature of farming income, which sees fluctuations with seasonal highs during harvests and lows during planting. This cycle necessitates that farmers have access to essential inputs like seeds, fertilizers, and pesticides ahead of their selling season. To accommodate this, credit terms are offered, allowing farmers to procure these inputs in advance and align their payments with their revenue cycle.

The Company’s credit terms vary according to the needs of its clients, tailored to the specific requirements of each farmer. This includes considerations such as the crop cycle, creditworthiness, and other relevant factors, with terms extending up to 360 days upon shipment depending on the period of year. This strategy ensures farmers have the necessary resources for each planting season, while Verde secures its financial interests through aligned payment schedules.

In Q1 2024, net cash utilised in operating activities decreased to $2,859, compared to $3,277 utilized in Q1 2023.

Trade and other receivables decreased by 61% in Q1 2024, to $14,078 compared to $29,996 in Q1 2023. This is expected as the Company had lower revenues from sales in the quarter.

Investing activities

Cash utilized from investing activities decreased to $269 in Q1 2024, compared to $1,889 in Q1 2023. This reduction is attributable to the significant infrastructure investments in Plant 2 and mineral property during 2023.

Financing activities

Cash utilized in financing activities increased to $772 in Q1 2024, compared to $8,163 (generated) in Q1 2023. This was due to additional loans being acquired during 2023.

Financial condition

The Company’s current assets decreased to $19,570 in Q1 2024, compared to $36,937 in Q1 2023. Current liabilities decreased to $28,629 in Q1 2024, compared to $29,707 in Q1 2023; providing a working capital deficit of $9,059 in Q1 2024, compared to the working capital surplus of $7,230 in Q1 2023.

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/.

Corporate Presentation

For further information on the Company, please view shareholders’ deck:

https://verde.docsend.com/view/5gv6evjdt8x2g7m7

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 here: 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 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; 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 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 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, Chief Executive Officer and Founder

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

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

[1] Out of the total sales in Q1 2024, 40,127 tons were sold in compliance with our Monitoring, Verification, and Report (“MRV”) Protocol, qualifying them as potential carbon credits. The carbon capture potential of Verde’s products, through Enhanced Rock Weathering (ERW), is 120 kg CO2e per ton of K Forte®. For further information, see “Verde’s Products Remove Carbon Dioxide From the Air”.

[2] Net Carbon Dioxide Removal (CDR): volume of 1 ton of Long-Term CO₂ Removal, equivalent to 1 carbon credit.

[3] K Forte® is a fertilizer produced in Brazil using national raw materials. Its production process has low energy consumption from renewable sources and, consequently, a low environmental and GHG emissions footprint. Whereas the high carbon footprint of KCl results from a complex production process, involving extraction, concentration, and granulation of KCl, in addition to the long transportation distances to Brazil, given that 95% of the KCl consumed in the country is imported. 12Mt of K Forte® is equivalent to 2Mt of KCl in K₂O content. Emissions avoided are calculated as the difference between the weighted average emissions for KCl suppliers to produce, deliver, and apply their product in each customer’s city and the emissions determined according to K Forte®’s Life Cycle Assessment for its production, delivery, and application in each customer’s city.

[4] From 2018 to Q1 2024, the Company has sold 1.93 million tons of Product, which can remove up to 212,067 tons of CO₂. Additionally, this amount of Product could potentially prevent up to 48,274 tons of CO₂ emissions.

[5] Verde’s Product is a salinity and chloride-free replacement for KCl fertilizers. Potassium chloride is composed of approximately 46% of chloride, which can have biocidal effects when excessively applied to soils. According to Heide Hermary (Effects of some synthetic fertilizers on the soil ecosystem, 2007), applying 1 pound of potassium chloride to the soil is equivalent to applying 1 gallon of Clorox bleach, with regard to killing soil microorganisms. Soil microorganisms play a crucial role in agriculture by capturing and storing carbon in the soil, making a significant contribution to the global fight against climate change.

[6] 1 ton of Product (10% K₂O) has 0.1 tons of K₂O, which is equivalent to 0.17 tons of potassium chloride (60% K₂O), containing 0.08 tons of chloride.

[7] Source: Acerto Limited Report.

[8] Soybeans Paranaguá. As of Q1 2022 and Q1 2024. Source: EPEA – ESALQ / USP.

[9] As of Q1 2022 and Q1 2024. Source: EPEA – ESALQ / USP.

[10] As of May 08, 2024. Source: Brazilian Central Bank

[11] Source: Brazilian Central Bank.

[12] As of May 08, 2024. Source: Brazilian Central Bank.

[13] Verde’s normal credit term is 30 to 120 days upon shipment, depending on the period of the year, while competitors can provide 180-360 days to collect its payments.

Verde announces results of the 2024 Annual General and Special Meeting of shareholders

About Verde AgriTech

Corporate Presentation

Investors Newsletter

Cautionary Language and Forward-Looking Statements

Verde highlights potential to reduce the carbon footprint of Brazil’s biofuel supply chain

The replacement of KCl fertilizers with K Forte® could annually avoid the emission of up to 300 thousand tons of CO2, generating annual Brazilian Decarbonization Certificates equivalent to C$8.5 million

Brazilian National Biofuels Policy and Renovacalc Parameters

Brazilian Agribusiness Decarbonization

About Verde AgriTech

Company Updates

Cautionary Language and Forward-Looking Statements

Verde Announces the Commencement of OTCQX Trading

About Verde AgriTech

About OTC Markets Group Inc.

Corporate Presentation

Company Updates

Cautionary Language and Forward-Looking Statements

Hannah Oh and Marcelo Duarte to Join Verde’s Board of Directors, Subject to Shareholders’ Approval

Annual General and Special Meeting

About Verde AgriTech

Corporate Presentation

Company Updates

Cautionary Language and Forward-Looking Statements

Verde Announces Q1 2024 Results

First Quarter 2024 Highlights

Operational and Financial Highlights

Other Highlights

Subsequent event

Q1 2024 in Review

Agricultural Market

Global market competition

Currency exchange rate

Q1 2024 Results Conference Call

Results of Operations

External Factors

Financial and operating results

Production costs

Sales, General and Administrative Expenses

Sales Expenses

Product delivery freight expenses

General and Administrative Expenses

Share Based, Equity and Bonus Payments (Non-Cash Event)

Liquidity and Cash Flows

Operating activities

Investing activities

Financing activities

Financial condition

About Verde AgriTech

Corporate Presentation

Company Updates

Cautionary Language and Forward-Looking Statements

The replacement of KCl fertilizers with K Forte® could annually avoid the emission of up to 300 thousand tons of CO₂, generating annual Brazilian Decarbonization Certificates equivalent to C$8.5 million