Madeleine Lee Joins Verde’s Board of Directors

Singapore. Verde AgriTech Ltd (TSX: “NPK”) (“OTCMKTS: “VNPKF“) (the “Company”) is pleased to announce the appointment of Madeleine Lee (the “Director”) to its Board of Directors (the “Board”).  With this addition, the renewal of Verde’s Board, announced on September 13, 2022,[1] is now complete.

“It is a great pleasure to be part of Verde because its purpose ‘to improve the health of people and the planet’ are principles I personally endorse. To be the second woman to join the Board of Verde reflects the Company’s commitment to diversity, an important pillar for long term sustainable development. With my experience in finance and multiple boards of directors, I intend to help Verde with its fast-paced plans for a better future,” commented Madeleine Lee.

Verde is a growing supplier of crop nutrition solutions to farmers in Brazil, which is the world’s second largest exporter of food goods. Brazil is the world’s largest importer of potash, relying on foreign supply for 96% of its domestic consumption. Verde can potentially supply 50% of Brazil’s potash needs for 26 years, according to the Pre-Feasibility Study concluded in 2022.[2] Asia is the destination for over a third of Brazil’s agricultural exports, where Singapore is the second largest importer and globally the seventh largest importer of Brazilian agricultural products.[3]

Verde ensures that its production is sustainable. Its mineral processing does not require tailings dams, nor does it generate any waste by-products because the ore recovery rate is 100%. The mine is predominantly located on what was previously degraded pasturelands that, once mined, Verde transforms into tropical forest. To achieve that goal, to date, the Company has planted over 20,000 trees, with previous years marked by: 4,300 trees in 2019, 5,000 trees in 2020, and 9,888 trees in 2021.[4] All planted tree species are native to the region, many of which are today deemed endangered species.

Ms. Lee is an award-winning investment manager with experience on multiple board of directors. Ms. Lee has more than 30 years of experience in managing public and private equities, and has worked for the Government of Singapore Investment Corporation, Chase Manhattan Bank, and Morgan Grenfell Investment Management Asia. She was chief investment officer of Commerzbank Asset Management Asia Ltd., and the founder of bowtieAsia and Athenaeum Limited.

“We are pleased to welcome Madeleine Lee to Verde’s Board. Thanks to her strategic thinking and many years of experience of corporate leadership, we are certain that Ms. Lee will be an invaluable Singapore-based Director,” declared Verde’s Founder, President & CEO, Cristiano Veloso.

Composition of the Board of Directors

The Board is now composed of five independent directors, Alysson Paolinelli, Fernando Prezzotto, Luciana de Oliveira Cezar Coelho, Madeleine Lee and Renato Gomes, and a sole executive director, Mr. Veloso.

 

About Madeleine Lee

Madeleine Lee, CFA, has been an investment manager for 36 years. She worked for Government of Singapore Investment Corp, Morgan Grenfell Investment Management and was Managing Director of Commerzbank Asset Management Asia. In 2000, she cofounded bowtieAsia, an on-line platform matching start-ups to angel investors and for this was awarded the Montblanc Businesswoman Award. In 2002, she was made as a Fellow of the Eisenhower Fellowship and did her research into university and not-for-profit endowment investment philosophy in the US. From 2005 to 2007, Ms. Lee was Deputy Chief Investment Officer of the NUS Endowment Investment Office, applying her on-ground research of the US endowment scene to pioneer the concept and build-out of an endowment investment division for the university. In 2008, she returned to Athenaeum, an investment advisory company, and transformed it into a Multi-Family Office Investment Advisor, licensed by MAS. In 2016, Athenaeum sold the funds business to the Azimut Gp SA of Italy, and pivoted its effort to advise a highly select group of Asian Family Offices as Consultant CIO, in Endowment Investing and Legacy Investing.

Since 2015, Ms. Lee has been Independent Non-Executive Board Director at HKSE- listed First Pacific Co in Hong Kong where she chairs the Audit & Risk Committee. She is also member of the Finance Committee, in which investment proposals are scrutinised. These include infrastructure projects in infocomm, logistics, land transport, renewable energies and fossil energy in ASEAN economies. More recently Ms. Lee has helped the company to focus on the renewables sector and the building of an online super ecosystem. Recently she was appointed Independent Director at GreenPhyto Ltd, a superscale hydroponic vertical farm in Singapore.

Ms. Lee is also Board Director at The Arts House Ltd, where she is Lead Director and Chair of Audit Committee, and Singapore Institute of Management (SIM) Group Limited where she is Chair of Finance and Investment Committee and a member of the Executive Committee.

Earlier appointments include: Board Director of Aetos Security Management Ltd, Mapletree Holdings, Export Credit Intl Corp, all Temasek-linked companies. And in the not-for profit sector, she has been on the Boards of The Community Foundation of Singapore, Singapore Symphony Orchestra and Yong Siew Toh Conservatory of Music in NUS.

Ms. Lee has served on the Investment Committees of InfoComm & Media Development Authority (IMDA) of Singapore, The Singapore Academy of Law, CFS, SIM, SUSS and SMU, with AUM in excess of USD2bn. In 1998 she helped UniFEM Singapore launch a socially responsible unit trust with UOB. She was a member of the Finance Sector Review Committee chaired by Lee Hsien Loong, then Minister of Finance in 1997.

Ms. Lee graduated from UK with a BA (Hons) in Economics & Accounting and an MBA in Finance in 1984, and qualified as a Chartered Financial Analyst in 1989. Madeleine is also a published writer with 11 volumes of poetry. Her work is widely anthologized and translated, and she has read in festivals in Asia, Australia & UK. She lives in Singapore with her two sons.

 

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.[5] 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®.[6] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[7] 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).[8] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million[9].

Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.

 

Corporate Presentation

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

https://verde.docsend.com/view/qwywgpmp882mqanp

 

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-August2022

 

Cautionary Language and Forward-Looking Statements

All Mineral Reserve and Mineral Resources estimates reported by the Company were estimated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards (May 10, 2014). These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.

This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to:

  • the estimated amount and grade of Mineral Resources and Mineral Reserves;
  • the PFS representing a viable development option for the Project;
  • estimates of the capital costs of constructing mine facilities and bringing a mine into production, of sustaining capital and the duration of financing payback periods;
  • the estimated amount of future production, both produced and sold;
  • timing of disclosure for the PFS and recommendations from the Special Committee;
  • the Company’s competitive position in Brazil and demand for potash; and,
  • estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

All forward-looking statements are based on Verde’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. The most significant assumptions are set forth above, but generally these assumptions include, but are not limited to:

  • the presence of and continuity of resources and reserves at the Project at estimated grades;
  • the geotechnical and metallurgical characteristics of rock conforming to sampled results; including the quantities of water and the quality of the water that must be diverted or treated during mining     operations;
  • the capacities and durability of various machinery and equipment;
  • the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
  • currency exchange rates;
  • Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
  • appropriate discount rates applied to the cash flows in the economic analysis;
  • tax rates and royalty rates applicable to the proposed mining operation;
  • the availability of acceptable financing under assumed structure and costs;
  • anticipated mining losses and dilution;
  • reasonable contingency requirements;
  • success in realizing proposed operations;
  • receipt of permits and other regulatory approvals on acceptable terms; and
  • the fulfilment of environmental assessment commitments and arrangements with local

Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.

When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.

 

For additional information please contact:

Cristiano Veloso, Founder, Chairman & Chief Executive Officer

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

www.investor.verde.ag | www.supergreensand.com | www.verde.ag

 

[1] See press release at: https://investor.verde.ag/luciana-de-oliveira-cezar-coelho-and-fernando-prezzotto-join-verdes-board-of-directors/

[2] See press release: https://investor.verde.ag/wp-content/uploads/2022/05/Verde-AgriTech-Press-Release-Pre-Feasibility-Results-May-16-2022.pdf

[3] Top 10 Brazilian Export Destinations, Brazilian Ministry of Industry, Foreign Trade and Services: http://comexstat.mdic.gov.br/pt/comex-vis

[4] See press release: https://investor.verde.ag/wp-content/uploads/2022/03/Verde-AgriTech-Q4-2021-Press-Release-March-22-2022.pdf

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

[6] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/

[7] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/

[8] 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

[9] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).

Verde Announces Plans for First Distribution of Gains and Restructure

Return Expected to Be a Minimum of C$10 Million to Shareholders for FY 2022 While Keeping a Minimum of C$30 Million in the Company, Restructure Expected to Increase Markets for Verde

 

Belo Horizonte, Brazil. Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (“Verde” or the “Company”) is pleased to announce the findings of the Independent Special Committee of the Board of Directors (the “Committee”) to re-domicile Verde to Singapore (the “Re-domiciliation”) to deliver commercial freedoms and benefits. The Committee believes the Re-domiciliation is in the best interests of Verde’s future commercial success, with access to new markets, while helping in the implementation of the Paid for Growth (“P4G”) strategy, a cornerstone program aimed at distributing gains to shareholders while maintaining Verde’s expansion without shareholder dilution.

The Committee was composed of Mr. Michael St Aldwyn (Verde’s Lead Independent Director), Mr. Renato Gomes and Mr. Paulo Sérgio Ribeiro Machado, see press release issued on 22 February, 2022.[1] Working alongside Verde’s management, the Committee determined that ongoing and expanding sales is expected to generate enough accumulated cashflow in the second half of 2022 to warrant returning gains to shareholders in the coming months.

By year end 2022, the Company expects to be able to return a minimum of C$10 million to shareholders while maintaining a minimum of C$30 million in cash and receivables.

For 2023, Verde expects to continue returning gains to shareholders while maintaining a minimum of C$30M in cash and receivables, in addition to fully self-funding Plant 3, without need for equity or debt financing.

In 2021, the Company had its second profitable year thanks to sales of 400,133 tonnes of Verde’s multinutrient potassium products, BAKS® and K Forte® sold internationally as Super Greensand® (the “Product”), as disclosed in the press release of March 22, 2021.[2] Verde’s latest 2022 guidance provides for sales of 1,000,000 tonnes of Product, with projected revenue of C$109.09 million, EBITDA of C$49.06 million and net earnings per share (“EPS”) of C$0.87, as detailed in the press release of May 03, 2022.[3]

The P4G strategy is not intended to conflict with Verde’s accumulated cashflow funded construction of Plant 3, which is planned for 2023 and is expected to add 10 million tonnes per year (“Mtpy”) production capacity.  Plant 3’s post-tax net present value is projected at US$2.91 billion (8% discount rate) with an internal rate of return of 427.17%, assuming a potash price at less than a third of current Potassium Chloride (“KCl”) prices and those adopted by Verde. Currently, Verde operates Plant 1 with a capacity of 0.6Mtpy, with Plant 2 on track for commissioning in Q3 2022, with an additional capacity of 2.4Mtpy.

 

Background to the Re-domiciliation

Verde is currently domiciled in the United Kingdom, a country with which it has no other business connection beyond its incorporation address and the relatively high costs of reporting and compliance under local regulations. Verde is also aiming at an increased access to a wider commodities market for its products. Furthermore, the United Kingdom bars companies from making any type of payment to shareholders while there are no distributable reserves available in the parent Company. The Re-domiciliation to Singapore will provide all the commercial advantages explained in the next section while also enabling the Verde group of companies (“Group”) to eventually execute its P4G through dividend, variable dividend, share buyback and other potential structures that will be further studied in the event that the Re-domiciliation is completed.

“Over 15 years, Verde has overcome many challenges to reach our current stage of production and profitability. We need to ensure that we are well placed to quickly access new markets and we also consider that the time is approaching for the Company to reward its shareholders, many of whom have unwaveringly supported the Company over many years. P4G will only be adopted without compromising Verde’s accelerated growth trajectory and without depleting a sizeable cash reserve”, affirmed Verde’s Founder, President & CEO Cristiano Veloso.

To implement the Re-domiciliation, Verde shareholders shares will be exchanged for shares in a new Singaporean company (“New Verde”) on a one-for-one basis. Following the share exchange, New Verde will become the sole parent company of the Group. There will be no changes to the respective shareholdings of each Verde shareholder. Verde’s listing on the Toronto Stock Exchange will be replaced with New Verde’s listing on the Toronto Stock Exchange, with no impact on Verde shareholders.

The Re-domiciliation will not impact the Group’s underlying assets or operations, strategy, or business plan.

 

About Singapore

Among the jurisdictions analysed by Verde, the Committee chose Singapore because of its advantages to the Company’s business activities and its Shareholders. Noticeably:

  • In 2022, Singapore is the number 1 country out of 177 in the Index of Economic Freedom, an annual index and ranking created in 1995 by conservative think-tank The Heritage Foundation and The Wall Street Journal to measure the degree of economic freedom in the world’s nations.
  • Since 2017 Singapore has held the 2nd position out of 190 countries in the World Bank’s Ease of Doing Business Report, which reflects a productive regulatory environment for doing business.
  • In 2021, Singapore ranked 4th position out of 180 countries in the Corruption Perceptions Index, an index which ranks countries “by their perceived levels of public sector corruption, as determined by expert assessments and opinion surveys.” The index is published annually by the non-governmental organisation Transparency International since 1995.
  • Because of its streamlined regulatory environment, Singapore is a major global trading hub for commodities. In agriculture, three of the world’s largest commodity trading houses are headquartered in the country: Trafigura, Wilmar International and Olam International.
  • According to estimates, as the world’s largest importer of food, Asia is and will continue to be the growth engine for global agriculture. This growth is mainly driven by economies such as India and China.
  • Brazil and Singapore have a bilateral tax treaty, signed on May 07, 2018, which will ensure the most efficient flow of profits to the Company.

 

Implementation

The Re-domiciliation will be implemented by way of scheme of arrangement (the “Scheme“) sanctioned by the High Court of England and Wales (the “Court“) and will therefore be subject, amongst other things, to approval by Verde shareholders in Court convened general meeting (the “Scheme Meeting”) and sanction by the Court.

If Verde shareholders approve the Re-domicile proposals at the Scheme Meeting and the Scheme is subsequently sanctioned by the Court, it is currently envisaged that the Scheme would take effect in July 2022. Prior to the Scheme becoming effective, an application will be made to the Toronto Stock Exchange to de-list the ordinary shares of the Company and to list the new ordinary shares to be issued to Verde shareholders pursuant to the terms of the Scheme on the exchange. It is expected that the de-listing of the Company’s ordinary shares and the listing of New Verde’s ordinary shares will both take effect on the same day in July 2022.

The Company will provide Verde shareholders with a circular setting out a detailed timetable, information on the reasons for the Re-domiciliation and an explanation of the Scheme later this month, subject to receipt of the Court’s permission to convene the Scheme meeting. Verde shareholders are encouraged to read the circular once available, as it will contain important information in relation to the Re-domiciliation.

The Company will issue a further announcement with anticipated timings in due course.

 

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.[4] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[5] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[6] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[7] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[8]

Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.

 

Corporate Presentation

For further information on the Company, please view shareholders’ deck: https://verde.docsend.com/view/gha7v59kp6eemfaj

 

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-April2022

 

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:

  1. the estimated amount and grade of Mineral Resources and Mineral Reserves;
  2. the PFS representing a viable development option for the Project;
  3. 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;
  4. the estimated amount of future production, both produced and sold; and,
  5. 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:

  1. the presence of and continuity of resources and reserves at the Project at estimated grades;
  2. 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;
  3. the capacities and durability of various machinery and equipment;
  4. the availability of personnel, machinery, and equipment at estimated prices and within the estimated delivery times;
  5. currency exchange rates;
  6. Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
  7. appropriate discount rates applied to the cash flows in the economic analysis;
  8. tax rates and royalty rates applicable to the proposed mining operation;
  9. the availability of acceptable financing under assumed structure and costs;
  10. anticipated mining losses and dilution;
  11. reasonable contingency requirements;
  12. success in realizing proposed operations;
  13. receipt of permits and other regulatory approvals on acceptable terms; and
  14. the fulfilment of environmental assessment commitments and arrangements with local communities.

Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward-looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections, and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.

When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.

 

For additional information please contact:

Cristiano Veloso, Founder, Chairman & Chief Executive Officer

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

www.investor.verde.ag | www.supergreensand.com | www.verde.ag

 

[1] See press release at: https://investor.verde.ag/verde-announces-creation-of-independent-special-committee-of-the-board-of-directors/

[2] See press release at: https://investor.verde.ag/verdes-q4-sales-by-volume-grow-137-driving-2021-net-profit-growth-to-540/

[3] See press release at: https://investor.verde.ag/verdes-2022-guidance-and-two-year-outlook-revised-upwards/

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

[5] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/

[6] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/

[7] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf

[8] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).

Verde announces creation of Independent Special Committee of the Board of Directors

Belo Horizonte, Brazil. Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (“Verde” or the “Company”) is pleased to announce that its Board of Directors (the “Board”) has formed a special committee to evaluate when and how to share profits with shareholders. The analysis will be conducted by a Special Committee comprised of independent directors of the Board, consisting of Mr. Michael St Aldwyn (Verde’s Lead Independent Director), Mr. Renato Gomes and Mr. Paulo Sérgio Ribeiro Machado.

 

Shareholders’ Participation

Verde welcomes all shareholders to exercise their owner’s rights and contribute to the Special Committee’s studies, by completing the form which can be accessed through the following link: https://verdeag.typeform.com/to/zYCCIG08

As announced by the Company in its press release published on January 24, 2022, the Paid for Growth (“P4G”) program is being engineered in detail to enable the Company to distribute earnings to shareholders while expanding production. The Special Committee’s studies will be the cornerstone for P4G’s elaboration.

Verde went into production to establish a small operation to generate enough cash flow to fund its future expansion. With the Company’s growing credibility, it has secured debt financing under favorable terms. The combined cash flow and loans allow Verde to continue its expansion while protecting shareholders’ value generation.

“Verde has always tried to differentiate itself from other technology or resource companies by trying to avoid all but the most necessary dilution. Over the years, the company raised approximately C$70 million, which was cautiously invested in exploration, technology development, production and expansion”, commented Verde’s Founder, President & CEO Cristiano Veloso.

 

Paid for Growth Program

In March 2021 the Company announced its maiden-profit, for the year 2020, though Verde still had accumulated losses of C$16.04M for the period, as disclosed in 2020 Audited Financial Statements. Seeing that Verde is incorporated in the United Kingdom, it is barred from making any type of payment to shareholders while there are no distributable reserves available in the parent Company.  A study will be carried out to consider the options available to the company to restructure its balance sheet and or corporate structure to resolve this issue. The Special Committee will evaluate dividend, share buyback and other potential structures that might be beneficial to shareholders and Verde’s accelerated growth strategy.

Verde has a scalable project, with a NPV per share of C$ 50.17[1], that can be potentially financed through accumulated cash flow and debt, and so far that has been validated by the Company’s profitable and consistent growth. The deliberate, incremental approach has allowed the company to reach financial independence from the capital equity market and has minimized the need to dilute existing shareholders.

“I am humbly proud of our achievements up to this point and excited that the Company is now in a position to discuss how to share profits with our shareholders, many of whom have unwaveringly supported the Company through thick and thin. As always, any and all payouts will be pursued without compromising Verde’s accelerated growth trajectory.”, concluded Mr. Veloso.

 

About Verde AgriTech

Verde is an agricultural technology company that produces 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.

Corporate Presentation

For further information on the Company, please view shareholders’ deck: https://verde.docsend.com/view/zkcbnszrwri4gmjx

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-January2022

 

Cautionary Language and Forward-Looking Statements

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. The Cautionary Language and Forward-Looking Statements can be accessed at this link.

 

For additional information please contact:

Cristiano Veloso, Founder, Chairman & Chief Executive Officer

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

www.investor.verde.ag | www.supergreensand.com | www.verde.ag

 

[1] Based on $2.607 billion NPV after tax divided by 50,378,619 shares outstanding as of November 15, 2021. Estimated Net Present Value after tax of US$1.99 billion, with 8% discount rate and Internal Rate of Return of 287% (see NI 43-101 Pre-Feasibility Technical Report Cerrado Verde Project, MG, Brazil, page 207). Currency exchange: US$1.00 = C$1.27.

Verde Announces Chairman, Independent Lead Director and Composition of Board Committees

Belo Horizonte, Brazil. Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (“Verde” or the “Company”) is pleased to announce that Cristiano Veloso has been appointed Chairman of the Board of Directors (the “Board”) and that Michael St Aldwyn has been appointed Lead Independent Director of the Board.

Mr. Veloso, Verde’s Founder, President and Chief Executive Officer, will serve as the Chairman of the Board. The Board is composed of five independent directors and Mr. Veloso as sole executive director. The position of Chairman had been vacant since December 2013.

“Mr. Veloso has been essential in bringing the Company to its current stage of production and potential expansion, thanks to his vision, competence, and in depth understanding of the agricultural market and mining sector. This was clearly witnessed when Mr Veloso successfully reinvented the Company twice when it faced some of the world’s worst recent crises, both times at a significant financial and personal sacrifice in favour of the Company and its shareholders. Therefore, it stood to reason that all five independent directors would unanimously select Mr. Veloso to serve as Chairman.  On a personal note, over my 40 years career, seldom have I witnessed this level of leadership and accomplishment demonstrated by Mr. Veloso when faced with economic adversities.” said Michael St Aldwyn, Lead Independent Director.

Appointment of Lead Independent Director

Michael St Aldwyn was unanimously elected by all other four independent directors to serve as Lead Independent Director. He was selected based on the exceptional breadth of his professional and corporate governance experience, as well as his strong connections in global investment markets and his long success record in Latin America and Brazil. Mr. St Aldwyn has served as a Director on Verde’s Board since 2018.

As Lead Independent Director, Mr. St Aldwyn will assume the duties and responsibilities of that position, appraising the performance of the Board Chair, serving as an intermediary between the Chair, the Board and Verde’s stakeholders. Mr. St. Aldwyn will also oversee the best practices of corporate governance at the corporate and Board level.” I gracefully accept the choice of my fellow independent directors to serve as Lead. I look forward to representing the interests of all stakeholders as our Company moves forward at an ever-accelerating pace”, said Mr. St Aldwyn.

Mr. St Aldwyn worked in Brazil from 1973-1979. Between 1979-1989, he was responsible for Latin American markets when at the New York office of ED&F Man and moving to London from 1989-1994 still with ED&F Man, an agricultural commodities trader with over 7,000 staff spread across 60 countries started in 1783. Mr. St Aldwyn then established his own company, 1994-2010, dedicated to the promotion of hedge funds. He also served as Chairman of the Anglo Brazilian Society from 1996-2002 and as a Director of BlackRock Latin American Investment Trust from 1996-2017. He is currently Chairman of Itacaré Capital Investment Ltd. He is fluent in Portuguese and in 2017 he completed a master’s degree at King’s College London in “Brazil in Global Perspective”.

Mr. Veloso, President and CEO, commented: “On behalf of management and our shareholders, I congratulate the Board on its excellent choice of Mr. St. Aldwyn as Verde’s Lead Independent Director. In this position he will add even further oversight and efficiency to corporate strategy and governance. As for my election as Chairman, it is an honour to continue to serve the Company and its Board in this position. Though it will not carry any added voting power nor remuneration of any sort, I will apply all my competence and best efforts to serve as Chairman and sole member of Verde’s management on its Board.”

Composition of the Board Committees

The Company announces that the Board has updated the composition of the Audit, Compensation, and Corporate Governance and Nominating committees that, in observing the best practices of corporate governance, are solely comprised of independent directors.

The following independent directors have been appointed to the respective Board Committees:

 

Audit Committee:

  • Renato Gomes (Chairman)
  • Getúlio Fonseca
  • Michael St Aldwyn

Compensation Committee

  • Getúlio Fonseca (Chairman)
  • Renato Gomes
  • Michael St Aldwyn

Corporate Governance and Nominating Committee

  • Michael St Aldwyn (Chairman)
  • Renato Gomes
  • Paulo Sérgio Machado

 

Composition of the Board of Directors

The Board consists of six members and is committed to applying a robust corporate governance framework, drawing on its collective experience stewarding successful businesses in Brazil and internationally. The Board members are Cristiano Veloso (Chairman), Alysson Paolinelli, Getúlio Fonseca, Michael St Aldwyn, Paulo Sérgio Machado and Renato Gomes.

Cristiano Veloso

Mr. Veloso earned a certificate in Sustainable Business Strategy from Harvard Business School (USA), he holds a Master’s Degree from the University of East Anglia (UK) and a Bachelor of Laws Degree from the Federal University of Minas Gerais (Brazil). Cristiano has nearly two decades of experience and knowledge in the agricultural and mineral sectors. Cristiano leads Verde as an innovative company which seeks to revolutionize global production of food through sustainable technologies.

Alysson Paolinelli

Mr. Paolinelli is the President of the Brazilian Association of Corn Producers (“Abramilho”). Mr. Paolinelli held positions such as the Brazilian Minister of Agriculture, President of the National Confederation of Agriculture, President of Minas Gerais State Bank, Congressman, Secretary of Agriculture for Minas Gerais State, and Professor and Dean of Lavras University. In 2006 he was awarded the World Food Prize. Mr. Paolinelli has been nominated for the 2021 Nobel Peace Prize.

Getúlio Lamartine Fonseca

Mr. Fonseca is a senior economist with over 40 years of government and consulting experience in the Brazilian resource, electrical and power generation sectors. Since 1990, Mr. Fonseca has been employed by GL Consultoria Ltda. as a consultant to the Brazilian resource, electric and power generation industries. In that role, Mr. Fonseca has assisted businesses such as Bank of Montréal, Samarco Mineração S.A., Klabin S.A., Alcoa Inc., KLM Aerocarto B.V., Construtora Norberto Odebrecht S.A., Acesita S.A. and Dow Corning Corporation with major projects in Brazil.

Michael St Aldwyn

Mr. St Aldwyn worked in Brazil from 1973-1979. Between 1979-1989, he was responsible for Latin American markets when at the New York office of ED&F Man and moving to London from 1989-1994 still with ED&F Man, an agricultural commodities trader with over 7,000 staff spread across 60 countries started in 1783. Mr. St Aldwyn then established his own company, 1994-2010, dedicated to the promotion of hedge funds. He also served as Chairman of the Anglo Brazilian Society from 1996-2002 and as a Director of BlackRock Latin American Investment Trust from 1996-2017. He is currently Chairman of Itacaré Capital Investment Ltd. He is fluent in Portuguese and in 2017 he completed a master’s degree at King’s College London in “Brazil in Global Perspective”.

Paulo Sergio Ribeiro Machado

Mr. Machado was a former executive at Vale and has spent his career developing and operating large mining projects. From 1988 to 2002, Mr. Machado was the General Manager of Vale’s Igarapé Bahia Gold Mine, at the time the largest gold producer in Latin America, where he was responsible for implementation, operation and decommissioning. Between 2002 and 2006 Mr. Machado was the Director for all iron ore mines in the central region of Minas Gerais state, overseeing management and operations of mining activities, plants and railway terminals. Mr. Machado was also a director of CEMIG, one of the largest power generators and distributors in Brazil and Subsecretary of Mines and Energy for Minas Gerais state from 2007 to 2014.

Renato Gomes

Mr. Gomes is co-Founder & President of Pix Force, ranked as Brazil’s number one artificial intelligence startup, He is also co-Founder and a Board Director of Graphite Company of the Americas, which is developing a graphite mine and processing plant in Brazil. Mr. Gomes holds a degree in electronics and a law degree both from the Federal University of Minas Gerais (Brazil), a master’s degree from the London School of Economics (U.K.) and a doctorate from Georgetown University (U.S.A.). Mr Gomes is a qualified solicitor in New York, Portugal and Brazil.

Anywhere office policy

Since March 2020, in light of the impending Covid pandemic, all of the Company’s employees that are not directly required for mining and production have been working under an anywhere office policy. The experience has been a success, with average productivity unperturbed by the arrangement and high overall employee satisfaction and engagement. Verde still maintains its physical office, which employees can use at their convenience. Considering this positive experience, the Company has decided to make the shift permanent.

Moreover, with the adoption of the anywhere office policy, the Company has been able to recruit talent from all over Brazil, today already represented by professionals based in over 40 different cities. To maximize its hiring policy, Verde has adopted artificial intelligence based psychological appraisal of candidates to ensure that new professionals are working in the best position for their personality, experience and motivation.

“The long-term commitment to an anywhere office policy has allowed Verde to attract unimaginable talent to the Company and to be competitive when attracting new talent that would usually have favoured other companies. The result was the independent award of Great Place to Work and triple digit growth in the workforce in 2020, both strong endorsements to this work policy. On a personal note, at all levels we can see benefits, in my case, for example, the anywhere policy has allowed me to carry out in day as many video conference calls with customers that it would have taken me a week to meet in person. Declared, President and CEO, Cristiano Veloso.

The anywhere office policy has been implemented across the Company, allowing employees work remotely from anywhere across the globe during the pandemic, but also in a post-Covid scenario.

Investors Newsletter

Subscribe to receive the Company’s monthly updates at:

http://cloud.marketing.verde.ag/InvestorsSubscription
The last edition of the newsletter can be accessed at: http://bit.ly/InvestorsNL-February2021 

 

Q4 and FY 2020 Results Conference Call

The Company will host a conference call today, Wednesday, April 7, 2021 at 11:00 pm Eastern Daylight Time (4:00 pm British Summer Time), to discuss Q4 and FY 2020 results and provide an update. Subscribe using the link below and receive the conference details by email.

 

Date: Wednesday, April 7, 2021
Time: 11:00 am Eastern Daylight Time (4:00 pm British Summer Time)
Subscription link: http://bit.ly/VerdeAgriTech–Q4-FY-2020

 

The Company’s full year and fourth quarter financial statements and related notes for the period ended December 31, 2020 are available to the public on SEDAR at www.sedar.com and the Company’s website at www.investor.verde.ag/.

 

About Verde AgriTech

Verde AgriTech promotes sustainable and profitable agriculture through the development of its Cerrado Verde Project. Cerrado Verde, located in the heart of Brazil’s largest agricultural market, is the source of a potassium-rich deposit from which the Company intends to produce solutions for crop nutrition, crop protection, soil improvement and increased sustainability.

Cautionary Language and Forward-Looking Statements

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. The Cautionary Language and Forward-Looking Statements can be accessed at this link.

 

For additional information please contact:

Cristiano Veloso, President & Chief Executive Officer

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

www.investor.verde.ag | www.supergreensand.com

Verde AgriTech appoints new CFO and provides sales update

BELO HORIZONTE, Brazil, March 05, 2019 (GLOBE NEWSWIRE) — Verde AgriTech Plc (TSX: NPK) (“Verde” or the “Company”) is pleased to welcome Felipe Buscacio Paolucci as the Chief Financial Officer (“CFO”).

Mr. Paolucci is an executive with over 15 years of experience in finance in multinational companies such Arysta (UPL), Unilever and Deloitte.

Mr. Paolucci has over 9 years of experience in the agricultural business working for Arysta, a part of the UPL group, the world’s fifth largest agrochemical and biosolutions company, with over USD 5 billion of sales. As an executive at Arysta, he focused on finance, logistics, procurement and planning across both Brazil and Latin America. Mr. Paolucci holds an MBA from Insper and a BA in management and finance from Fumec University, Brazil.

Mr. Paolucci will be based in Belo Horizonte, Brazil, and will replace Mr. Tim Slater, who has acted as the Company’s interim CFO for the past few years, based out of London, UK. Verde is thankful to the outstanding job that Mr. Slater has performed over the years in the position of CFO.

Mr. Paolucci declared: “After carefully analyzing multiple companies, my choice for Verde comes down to one word: ‘future’. The Company has a clear and solid strategy for future growth buttressed by Brazil’s strong agricultural sector and with an upside potential in international markets. I am eager to tackle the challenges that will make Verde a market leader.”

President and CEO, Cristiano Veloso, commented: “It is a pleasure for Verde to have Mr. Paolucci join as its CFO. He will be working close to our growing team in Brazil, especially overseeing trade finance and capital expenditure. Mr. Paolucci has significant experience in the agricultural market in Brazil and is choosing Verde because he believes in the massive market opportunity we are seizing upon, so much so that he is investing over six figures in the Company’s ongoing private placement.”

Delivery of Orders for 2018 and Incoming Orders for 2019

The Company delivered 29,647 tonnes of product in 2018, having had to waive over 17,000 tonnes of orders because the mine and processing plant were closed down early because of the earlier than usual rainy season. Previously, in 2017, total sales approached 5,000 tonnes.

Orders for the 2019 season were opened late 2018 and Verde has already received orders for over 14,170 tonnes, down payment for which has been mostly received. Mining and production will resume after the end of the rainy season in mid-March. The Company is aiming to sell 200,000 tonnes of product throughout 2019.

About Verde AgriTech

Verde promotes sustainable and profitable agriculture through the development of its Cerrado Verde Project. Cerrado Verde, located in the heart of Brazil’s largest agricultural market, is the source of a potassium-rich deposit from which Verde intends to produce solutions for crop nutrition, crop protection, soil improvement and increased sustainability.

Neither the Unit Securities nor the Warrant Shares have been or will be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.  This press release does not constitute an offer to sell or the solicitation of an offer to buy Unit Securities or Warrant Shares in the United States or in any jurisdiction in which such offer, sale or solicitation would be unlawful.

For additional information please contact:

Cristiano Veloso, President & Chief Executive Officer

Tel: +55 (31) 3245 0205; Email: cv@verdeagritech.com

www.verdeagritech.com

www.supergreensand.com

Cautionary Language and Forward Looking Statements

Neither the TSX nor its regulation services provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release. This press release contains certain “forward looking statements”, which include but is not limited to, statements with respect to the future financial or operating performance of the Company, its subsidiaries and its projects, and statements regarding use of proceeds. Forward looking statements can generally be identified by the use of words such as “plans”, “expects”, or “does not expect” or “is expected”, “anticipates” or “does not anticipate”, or “believes”, “intends”, “forecasts”, “budget”, “scheduled”, “estimates” or variations of such words or phrases or state that certain actions, event, or results “may”, “could”, “would”, “might”, or “will be taken”, “occur” or “be achieved”. Forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by said statements. There can be no assurances that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in said statements. Accordingly, readers should not place undue reliance on forward-looking statements.

For additional information with respect to these and other factors and assumptions underlying the forward-looking information made in this news release, see the Company’s most recent Annual Information Form and Management’s Discussion and Analysis, as well as other public disclosure documents that can be accessed under the issuer profile of “Verde AgriTech plc” on SEDAR at www.sedar.com.  The forward-looking information set forth herein reflects the Company’s reasonable expectations as at the date of this news release and is subject to change after such date.  The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.  The forward-looking information contained in this news release is expressly qualified by this cautionary statement.