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
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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 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
Singapore. Verde AgriTech Ltd. (TSX: “NPK”) (“Verde” or the “Company”) held its Annual General Meeting of shareholders (the “Meeting”) on Thursday, June 22, 2023, at 16 Collyer Quay, #17-00, Singapore, and is pleased to announce that its shareholders approved all items put before them.
The results were as follows:
| Item Voted Upon |
Voting Result |
| Approval and adoption of the audited consolidated financial statements (audited by PKF Littlejohn LLP) and the audited stand-alone financial statements (audited by PKF-CAP LLP) (together, the “Financial Statements”) of the Company for the financial year ended December 31, 2022 |
*The resolution was approved by a show of hands, as follows:
| Votes For |
Votes Against |
| 11,304,427
(99.34%) |
75,129
(0.66%) |
|
| Re-election of Cristiano Botelho Veloso as Director |
*The resolution was approved by a show of hands, as follows:
| Votes For |
Votes Withheld |
| 11,196,370
(98.39%) |
183, 186
(1.61%) |
|
| Re-election of Renato Couto Gomes as Director |
*The resolution was approved by a show of hands, as follows:
| Votes For |
Votes Withheld |
| 11,116,247
(97.69%) |
263,309
(2.31%) |
|
| Re-election of Fernando Joao Prezzotto as Director |
*The resolution was approved by a show of hands, as follows:
| Votes For |
Votes Withheld |
| 11,176,288
(98.21%) |
203,268
(1.79%) |
|
| Re-election of Luciana De Oliveira Cezar Coelho as Director |
*The resolution was approved by a show of hands, as follows:
| Votes For |
Votes Withheld |
| 11,036,258
(96.98%) |
343,298
(3.02%) |
|
| Re-election of Madeleine Lee Suh Shin as Director |
*The resolution was approved by a show of hands, as follows:
| Votes For |
Votes Withheld |
| 11,175,642
(98.21%) |
203,914
(1.79%) |
|
| Directors’ remuneration for the financial year ending 31 December 2023 |
*The resolution was approved by a show of hands, as follows:
| Votes For |
Votes Against |
| 10,824,966
(95.13%) |
554,590
(4.87%) |
|
| 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 |
| 12,739,835
(99.66%) |
44,163
(0.34%) |
|
| 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 |
| 10,849,335
(95.34%) |
530,221
(4.66%) |
|
| Prohibition of sales to 218 municipalities predominantly composed of Amazon rainforest, totaling 2.23 million km2, as listed in Schedule B of the Management Information Circular, except for projects that plant native trees for reforestation |
*The resolution was approved by a show of hands, as follows:
| Votes For |
Votes Against |
| 11,266,251
(99.00%) |
113,305
(1.00%)
|
|
At 86 years old, Mr Alysson Paolinelli retired pursuant to the Company’s Constitution and did not seek for re-election. Verde’s Board expressed its appreciation to Mr. Alysson Paolinelli for his valuable contribution to the Board and the Company during his tenure, serving as a director of the Verde for over 09 years.
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:
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
BELO HORIZONTE, BRAZIL, July 14, 2021 – Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (the “Company” or “Old Verde”) is pleased to announce the results of the Special Court Meeting (“Court Meeting”) and a General Meeting of Shareholders (“General Meeting”) held on Thursday, July 14, 2022, in London, United Kingdom, where its shareholders approved all items in both meetings.
The scheme of arrangement proposed in the circular the Company filed on SEDAR on June 14, 2022, (the “Circular” or “Scheme Document”)[1] (the “Scheme” or “Scheme of Arrangement”) was approved and the directors of the Company were authorized to take all such actions as they consider necessary or appropriate for carrying the Scheme into effect. The matters related to the proposed Scheme of arrangement were also approved.
The voting results in relation to the Court Meeting and the General Meeting were as follows:
| Meeting |
Item Voted Upon |
Voting Result |
|
Special Court Meeting |
Proposed Scheme of Arrangement |
* The resolution was duly passed by way of a poll. The detailed voting results as follows:
|
Votes For |
Votes Against |
|
99.496% |
0.504% |
|
|
General Meeting |
Matters Related to the Proposed Scheme of Arrangement:
|
* The resolutions were duly passed by way of a poll. The detailed voting results as follows:
|
Votes For |
Votes Against |
|
99.456% |
0.544% |
|
The proxy votes in relation to the Court Meeting and the General Meeting are detailed in the following table:
| Meeting |
Number of Scheme Shares[2] voted |
Percentage of Scheme Shares voted |
Number of Scheme Shareholders[3] who voted |
| Special Court Meeting |
20,429,300 |
38.847% |
107 |
| General Meeting |
19,365,334 |
36.824% |
91 |
Next Steps and expected timetable of events
Completion of the Scheme Proposal[4] remains subject to the satisfaction or waiver of the other Conditions[5] set out in the Circular. Verde still requires the UK Court’s sanction of the Scheme in a hearing (the “Scheme Court Hearing”), which is expected to take place on July 21, 2022. The dates and times in the detailed timetable as set out in the Circular remain unchanged. Subject to the Conditions, the Scheme is expected to become effective on July 22, 2022.
Old Verde’ 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 (“TSX”) will be replaced with New Verde’s listing on the TSX, again with no impact on Verde shareholders.
It is expected that the last day of trading in Old Verde Shares will be Friday, July 22, 2022, and trading in New Verde will commence on the opening of trading, on Monday, July 25, 2022. The current trading symbols will not change. The New Verde Shares will trade on the TSX in Canada under the symbol “NPK” and the New Your Open Transparent Connect Venture Market (“OTCQB”) under the symbol “AMHPF”.
General
Note that capitalised terms used in this announcement, but not defined, have the same meaning as in the Scheme Document.
For further information, please consult the Circular filed on SEDAR by the Company on June 14, 2022: https://investor.verde.ag/wp-content/uploads/2022/06/Circular.pdf
About Verde AgriTech
Verde is an agricultural technology company that produces potash fertilizers. Our purpose is to improve the health of all people and the planet. Rooting our solutions in nature, we make agriculture healthier, more productive, and profitable.
Verde is a fully integrated Company: it mines and processes its main feedstock from its 100% owned mineral properties, then sells and distributes the Product.
Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[6] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[7] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[8] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[9] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million[10].
Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.
Corporate Presentation
For further information on the Company, please view shareholders’ deck:
https://verde.docsend.com/view/fbgm6ch5rbf82mm9
Investors Newsletter
Subscribe to receive the Company’s updates at:
http://cloud.marketing.verde.ag/InvestorsSubscription
The last edition of the newsletter can be accessed at:
Cautionary Language and Forward-Looking Statements
All Mineral Reserve and Mineral Resources estimates reported by the Company were estimated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards (May 10, 2014). These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to:
- the estimated amount and grade of Mineral Resources and Mineral Reserves;
- the PFS representing a viable development option for the Project;
- estimates of the capital costs of constructing mine facilities and bringing a mine into production, of sustaining capital and the duration of financing payback periods;
- the estimated amount of future production, both produced and sold;
- timing of disclosure for the PFS and recommendations from the Special Committee;
- the Company’s competitive position in Brazil and demand for potash; and,
- estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
All forward-looking statements are based on Verde’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. The most significant assumptions are set forth above, but generally these assumptions include, but are not limited to:
- the presence of and continuity of resources and reserves at the Project at estimated grades;
- the geotechnical and metallurgical characteristics of rock conforming to sampled results; including the quantities of water and the quality of the water that must be diverted or treated during mining operations;
- the capacities and durability of various machinery and equipment;
- the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
- currency exchange rates;
- Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
- appropriate discount rates applied to the cash flows in the economic analysis;
- tax rates and royalty rates applicable to the proposed mining operation;
- the availability of acceptable financing under assumed structure and costs;
- anticipated mining losses and dilution;
- reasonable contingency requirements;
- success in realizing proposed operations;
- receipt of permits and other regulatory approvals on acceptable terms; and
- the fulfilment of environmental assessment commitments and arrangements with local
Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.
When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.
For additional information please contact:
Cristiano Veloso, Founder, Chairman & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: investor@verde.ag
www.investor.verde.ag | www.supergreensand.com | www.verde.ag
[1] For further information, please refer to: https://investor.verde.ag/wp-content/uploads/2022/06/Circular.pdf
[2] “Scheme Shares”: (i) the Old Verde AgriTech PLC Shares in issue at the date of the Circular; (ii) any Old Verde AgriTech PLC Shares issued after the date of this Circular and before the Voting Record Time; and (iii) any Old Verde AgriTech PLC Shares issued at or after the Voting Record Time but on or before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case other than any Old Verde AgriTech PLC Shares which are registered in the name of or beneficially owned by New Verde AgriTech PLC;
[3] “Scheme Shareholders”: The holders of Scheme Shares.
[4] “Scheme Proposal”: The recommended acquisition by New Verde AgriTech PLC of the entire issued share capital of Old Verde AgriTech PLC to be effected by way of the Scheme and subject to the Conditions and on the terms of this Circular including, where the context so requires, any subsequent revision, variation, extension or renewal of such proposal.
[5] “Conditions”: The conditions of the Scheme Proposal set out in section A of Part 3 of this Circular, and “condition” shall mean any of them.
[6] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9
[7] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/
[8] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/
[9] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[10] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).
BELO HORIZONTE, BRAZIL, June 30, 2021 – Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (“Verde” or the “Company”) held its Annual General Meeting (“AGM”) of shareholders on Thursday, June 30, 2022, in Surrey, United Kingdom, and is pleased to announce that its shareholders approved all items put before them.
The director nominees were elected as directors of the Company. Shareholders adopted the Directors’ Report, the Audited Statement of Accounts and the Auditors’ Report for the year ended December 31, 2021 and appointed PKF Littlejohn LLP as auditors of the Company for the ensuing year. The results were as follows:
| Item Voted Upon |
Voting Result |
| To appoint the auditors, PKF Littlejohn LLP, as the Auditors of the Company for the ensuing year, and to authorise the directors of the Company to fix their remuneration. |
* The resolution was approved by a show of hands. |
| Election of Directors nominated in the Company’s management information circular dated May 24th, 2022. |
* The nominees proposed by management were elected by a show of hands. The detailed voting results as follows:
|
Votes For |
Votes Withheld |
| Alysson Paolinelli |
12,738,273 (99.82%) |
22,601
(0.18%) |
| Paulo Sergio Ribeiro Machado |
12,729,873 (99.76%) |
31,001
(0.24%) |
| Cristiano Veloso |
12,396,743 (97.15%) |
364,131
(2.85%) |
| Getulio Lamartine |
12,109,132 (94.89%) |
651,742
(5.11%) |
| Renato Gomes |
12,396,743 (97.15%) |
364,131
(2.85%) |
| Michael St. Aldwyn |
12,392,243 (97.11%) |
368,631
(2.89%) |
|
About Verde AgriTech
Verde is an agricultural technology company that produces potash fertilizers. Our purpose is to improve the health of all people and the planet. Rooting our solutions in nature, we make agriculture healthier, more productive, and profitable.
Verde is a fully integrated Company: it mines and processes its main feedstock from its 100% owned mineral properties, then sells and distributes the Product.
Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[1] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[2] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[3] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[4] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million[5].
Brazil ranks second in global potash demand and is its single largest importer, currently depending on external sources for over 96% of its potash needs. In 2021, potash accounted for approximately 2% of all Brazilian imports by dollar value.
Corporate Presentation
For further information on the Company, please view shareholders’ deck:
https://verde.docsend.com/view/p2b23zmtx9b7frne
Investors Newsletter
Subscribe to receive the Company’s updates at:
http://cloud.marketing.verde.ag/InvestorsSubscription
The last edition of the newsletter can be accessed at:
Cautionary Language and Forward-Looking Statements
All Mineral Reserve and Mineral Resources estimates reported by the Company were estimated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining, Metallurgy, and Petroleum Definition Standards (May 10, 2014). These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.
This document contains “forward-looking information” within the meaning of Canadian securities legislation and “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. This information and these statements, referred to herein as “forward-looking statements” are made as of the date of this document. Forward-looking statements relate to future events or future performance and reflect current estimates, predictions, expectations or beliefs regarding future events and include, but are not limited to, statements with respect to:
- the estimated amount and grade of Mineral Resources and Mineral Reserves;
- the PFS representing a viable development option for the Project;
- estimates of the capital costs of constructing mine facilities and bringing a mine into production, of sustaining capital and the duration of financing payback periods;
- the estimated amount of future production, both produced and sold;
- timing of disclosure for the PFS and recommendations from the Special Committee;
- the Company’s competitive position in Brazil and demand for potash; and,
- estimates of operating costs and total costs, net cash flow, net present value and economic returns from an operating mine.
Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “projects”, “estimates”, “envisages”, “assumes”, “intends”, “strategy”, “goals”, “objectives” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.
All forward-looking statements are based on Verde’s or its consultants’ current beliefs as well as various assumptions made by them and information currently available to them. The most significant assumptions are set forth above, but generally these assumptions include, but are not limited to:
- the presence of and continuity of resources and reserves at the Project at estimated grades;
- the geotechnical and metallurgical characteristics of rock conforming to sampled results; including the quantities of water and the quality of the water that must be diverted or treated during mining operations;
- the capacities and durability of various machinery and equipment;
- the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
- currency exchange rates;
- Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
- appropriate discount rates applied to the cash flows in the economic analysis;
- tax rates and royalty rates applicable to the proposed mining operation;
- the availability of acceptable financing under assumed structure and costs;
- anticipated mining losses and dilution;
- reasonable contingency requirements;
- success in realizing proposed operations;
- receipt of permits and other regulatory approvals on acceptable terms; and
- the fulfilment of environmental assessment commitments and arrangements with local
Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Many forward-looking statements are made assuming the correctness of other forward looking statements, such as statements of net present value and internal rates of return, which are based on most of the other forward-looking statements and assumptions herein. The cost information is also prepared using current values, but the time for incurring the costs will be in the future and it is assumed costs will remain stable over the relevant period.
By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution readers not to place undue reliance on these forward-looking statements as a number of important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates assumptions and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur as forecast, but specifically include, without limitation: risks relating to variations in the mineral content within the material identified as Mineral Resources and Mineral Reserves from that predicted; variations in rates of recovery and extraction; the geotechnical characteristics of the rock mined or through which infrastructure is built differing from that predicted, the quantity of water that will need to be diverted or treated during mining operations being different from what is expected to be encountered during mining operations or post closure, or the rate of flow of the water being different; developments in world metals markets; risks relating to fluctuations in the Brazilian Real relative to the Canadian dollar; increases in the estimated capital and operating costs or unanticipated costs; difficulties attracting the necessary work force; increases in financing costs or adverse changes to the terms of available financing, if any; tax rates or royalties being greater than assumed; changes in development or mining plans due to changes in logistical, technical or other factors; changes in project parameters as plans continue to be refined; risks relating to receipt of regulatory approvals; delays in stakeholder negotiations; changes in regulations applying to the development, operation, and closure of mining operations from what currently exists; the effects of competition in the markets in which Verde operates; operational and infrastructure risks and the additional risks described in Verde’s Annual Information Form filed with SEDAR in Canada (available at www.sedar.com) for the year ended December 31, 2021. Verde cautions that the foregoing list of factors that may affect future results is not exhaustive.
When relying on our forward-looking statements to make decisions with respect to Verde, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Verde does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Verde or on our behalf, except as required by law.
For additional information please contact:
Cristiano Veloso, Founder, Chairman & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: investor@verde.ag
www.investor.verde.ag | www.supergreensand.com | www.verde.ag
[1] Learn more about our technologies: https://verde.docsend.com/view/yvthnpuv8jx6g4r9
[2] See the release at: https://investor.verde.ag/2-5-million-tonnes-per-year-potash-mining-concession-granted-to-verde/
[3] See the release at: https://investor.verde.ag/verde-to-reach-3-million-tonnes-potash-production-capacity-in-2022/
[4] As per the National Instrument 43-101 Standards of Disclosure for Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in 2017. See the Pre-Feasibility Study at: https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
[5] Union of the Agricultural Fertilizers and Correctives Industry, in the State of São Paulo (“SIACESP”, from Sindicato da Indústria de Fertilizantes e Corretivos Agropecuários, no Estado de São Paulo).
BELO HORIZONTE, Brazil, July 01, 2020 (GLOBE NEWSWIRE) — Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (“Verde” or the “Company”) held its Annual and Special Meeting (“ASM”) of shareholders on Tuesday, June 30, 2020 in Belo Horizonte, Brazil, and is pleased to announce that its shareholders approved all items put before them.
The director nominees were elected as directors of the Company. Shareholders adopted the Directors’ Report, the Audited Statement of Accounts and the Auditors’ Report for the year ended December 31, 2019 and appointed BDO LLP as auditors of the Company for the ensuing year. In addition, shareholders approved the Company’s proposal to authorize the Company’s directors to fix their remuneration and issuance of ordinary shares to directors and management. The results of the election of directors were as follows:
| Item Voted Upon |
Voting Result |
|
* The nominees proposed by management were elected by ballot by shareholders, as follows: |
| Election of Directors nominated in the Company’s management information circular dated May 19, 2020 |
|
Votes For |
Votes Against |
| Alysson Paolinelli |
9,619,724 |
182,380 |
| (98.14%) |
(1.86%) |
| Paulo Sergio Ribeiro Machado |
9,783,104 |
19,000 |
| (99.81%) |
(0.19%) |
| Cristiano Veloso |
9,739,495 |
62,609 |
| (99.36%) |
(0.64%) |
| Getulio Lamartine |
9,605,715 |
196,389 |
| (98.00%) |
(2.00%) |
| Renato Gomes |
9,569,715 |
232,389 |
| (97.63%) |
(2.37%) |
| Michael St. Aldwyn |
9,614,724 |
187,380 |
| (98.09%) |
(1.91%) |
|
|
|
|
| Special Business to approve the issuance of ordinary shares to directors and management in satisfaction of cash compensation obligations. |
Votes For |
Votes Against |
| 1,386,930 |
1,005,259 |
| (57.98%) |
(42.02%) |
|
|
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.
For additional information please contact:
Cristiano Veloso, President & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email: cv@verde.aq
www.investor.verde.ag | www.supergreensand.com | www.verde.ag
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:
(i) the estimated amount and grade of Mineral Resources and Mineral Reserves;
(ii) the PFS representing a viable development option for the Project;
(iii) 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;
(iv) the estimated amount of future production, both produced and sold; and,
(v) 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:
(i) the presence of and continuity of resources and reserves at the Project at estimated grades;
(ii) 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;
(iii) the capacities and durability of various machinery and equipment;
(iv) the availability of personnel, machinery and equipment at estimated prices and within the estimated delivery times;
(v) currency exchange rates;
(vi) Super Greensand® and K Forte® sales prices, market size and exchange rate assumed;
(vii) appropriate discount rates applied to the cash flows in the economic analysis;
(viii) tax rates and royalty rates applicable to the proposed mining operation;
(ix) the availability of acceptable financing under assumed structure and costs;
(x) anticipated mining losses and dilution;
(xi) reasonable contingency requirements;
(xii) success in realizing proposed operations;
(xiii) receipt of permits and other regulatory approvals on acceptable terms; and
(xiv) the fulfillment 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, 2019. 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.
BELO HORIZONTE, Brazil, May 27, 2019 (GLOBE NEWSWIRE) — Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (“Verde” or the “Company”) held its Annual and Special Meeting (“ASM”) of shareholders on Friday, May 24th, 2019 in Toronto, Canada and is pleased to announce that its shareholders approve all items put before them.
The director nominees were elected as directors of the Company. Shareholders adopted the Directors’ Report, the Audited Statement of Accounts and the Auditors’ Report for the year ended December 31, 2018, and appointed BDO LLP as auditors of the Company for the ensuing year. In addition, shareholders also approved the Company’s proposal to authorize the Company’s directors to fix their remuneration and issuance of ordinary shares to directors and management. The results of the election of directors are as follows:
| Item Voted Upon |
Voting Result |
| Election of Directors nominated in the Company’s management information circular dated April 13th, 2019 |
* The nominees proposed by management were elected by ballot by shareholders, as follows: |
|
Votes For
___________________ |
Votes Withheld
___________________ |
| Alysson Paulinelli |
8,484,275
(96.67%) |
291.824
(3.33%) |
| Paulo Sergio Ribeiro Machado |
8,741,599
(99.61%) |
34,500
(0.39%) |
| Cristiano Veloso |
8,741,590
(99.61%) |
34,509
(0.39%) |
| Getulio Lamartine |
8,503,166
(96.89%) |
272,933
(3.11%) |
| Renato Gomes |
8,512,166
(96.99%) |
263,933
(3.01%) |
|
Michael St. Aldwyn |
8,761,599
(99.83%) |
14,500
(0.17%) |
| Special Business to approve the issuance of ordinary shares to directors and management |
|
|
|
|
Votes For
___________________ |
Votes Withheld
___________________ |
|
1,743,440
(89.07%) |
214,039
(10.93%) |
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.
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.
