Verde AgriTech Raises C$ 1.7 Million in Oversubscribed Private Placement with Insider Participation

BELO HORIZONTE, Brazil, March 13, 2019 (GLOBE NEWSWIRE) — Verde AgriTech Plc (TSX: NPK) (“Verde” or the “Company”) is pleased to announce that it has closed its previously announced non-brokered private placement financing, issuing 2,820,114 units of securities (a “Unit”) at C$0.60 per Unit for total proceeds of C$1,693,067.20 (the “Placement”). Each Unit is comprised of one ordinary share of the Company (an “Ordinary Share”) and one-half of one Ordinary Share purchase warrant (a “Warrant”). Each whole Warrant is exercisable to purchase an Ordinary Share at an exercise price of C$1.00 until March 12, 2021. Verde previously announced that the Placement would be of a maximum of 1,666,666 Units, but increased the size of the Placement as a result of considerable demand.

The Placement included significant participation by a number of Verde’s officers and directors. President & CEO Cristiano Veloso, who already held 5,533,677 Ordinary Shares, purchased 912,416 Units; CFO Felipe Paolucci purchased 166,667 Units; and Director Michael St Aldwyn, who already held 32,340 Ordinary Shares, purchased 83,333 Units.

No commissions or compensation warrants have been paid or issued in connection with the Placement.

Commenting, President & CEO Cristiano Veloso, stated: “Verde will apply the raised funds as working capital to expedite its market growth. We are thankful to our new and existing shareholders for their continued support.”

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.

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.

Verde AgriTech Announces Non-Brokered Private Placement to Existing Shareholders and Other Investors

BELO HORIZONTE, Brazil, Feb. 26, 2019 (GLOBE NEWSWIRE) — Verde AgriTech Plc (TSX: NPK) (“Verde” or the “Company”) is pleased to announce a non-brokered private placement to raise up to C$1 million (the “Placement”) through the issuance of up to 1,666,666 units of securities (“Units”) at a price of $ 0.60 per Unit.

Each Unit will be comprised of one ordinary share of the Company (an “Ordinary Share”) and one-half of one Ordinary Share purchase warrant (a “Warrant”).  Each whole Warrant will be exercisable to purchase an Ordinary Share at an exercise price of C$1.00 until the second anniversary of the closing of the Placement. The Warrants will be unlisted.

The Placement will be open to all existing shareholders who are accredited investors, and to non-shareholder accredited investors. The minimum subscription will be for 83,333 units of securities or for $ 49,999.80. Each subscriber will be required to complete a subscription agreement that confirms, among other things, the availability of an exemption from the prospectus requirements of applicable securities laws in respect of the sale of Units to such subscriber.

The Company discloses that its senior management and directors will be subscribing to this offering, subject to applicable securities regulations.

Eligible investors wishing to participate in the Placement are invited to contact the Company via the email investor@verdeagritech.com to obtain a subscription agreement. In the event of over-subscription, the Company will determine allocations between subscribers and/or increase the Placement size at its sole discretion.

The Placement is expected to close on or about March 8, 2019.

The Ordinary Shares and Warrants comprising the Units (the “Unit Securities”) (and any Ordinary Shares issued on exercise of the Warrants (“Warrant Shares”)) will be subject to a hold period of four months from the closing date of the Placement.

The terms and completion of the Placement are subject to TSX conditional approval. The Company will not pay brokerage or finder’s fees in connection with the Placement. The net proceeds from the Placement will be used by the Company for general working capital purposes.

Commenting, President & CEO, Cristiano Veloso, stated: “We have strived to minimize dilution to our shareholders. This small raise is needed because we aim to expand our sales team and reserve our bank’s lines of credit for the construction of our expansion.. Moreover, a part of this capital will be used to finance this season’s early purchases, which covers our buyers up to 6 months at 1.8% monthly rate. In sum, the capital will be narrowly employed with the single goal of expanding sales and production”.

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.

Verde Declares Commercial Production and Presents Third Quarter 2018 Results

BELO HORIZONTE, Brazil, Nov. 14, 2018 (GLOBE NEWSWIRE) — Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (“Verde” or the “Company”) is pleased to declare commercial production at its first processing plant in Brazil and announces its third quarter 2018 results.

The Company inaugurated its plant in August this year and has since been ramping up its production towards operational capacity. Verde was sold out for this season, having had to cancel some of the orders that totaled over 50,000 tonnes of Super Greensand®, an amount that exceeded its production capacity to year-end, of around 40,000 tonnes of Super Greensand®. Even after sales were closed for the season, there was significant purchase enquiries from farmers.

At the date of this release Verde has a solid cash position of C$ 656,130 in addition to receipts of C$821,104 due from customers. For 2019 Verde plans to sell 200,000 tonnes of products and start construction of a new processing facility capable of a further 600,000 tonnes per year. The Company’s pre-feasibility study shows a post-tax net present value discounted at 8% of US$1.98 billion and internal rate of return of 290% (see PR November 27, 2017).

Q3 2018 Highlights

  • At the date of this release Verde has accepted binding orders for nearly 40 thousand tonnes of Super Greensand®, of which 9,000 tonnes were delivered during Q3. The orders delivered in Q3 2018 generated revenue of C$666,000 and a gross profit of C$265,000.
  • Net losses were C$308,000 ($0.007 per share) during the quarter compared to C$457,000 (C$0.011 per share) in Q2’18 and C$414,000 (C$0.011 per share) in Q3’17.
  • In July 2018, the Group announced it was accepted as a member of Bonsucro, an international non-profit multi-stakeholder organization that promotes sustainable sugar cane production. In Brazil alone, Bonsucro certified mills have the potential to consume about 1 million tons of Super Greensand® as they migrate from conventional potash salt source to Verde’s sustainable product.
  • In August 2018, Verde announced it had successfully commissioned and started up commercial production at its processing plant. The Company has been operating its plant 24 hours a day and 7 days a week in order to fulfill existing orders for Super Greensand® for the 2018 planting season.

Subsequent Event:

  • In October 2018, Verde announced its expansion plans to start the construction of a new processing facility capable of producing an added 600 thousand tonnes per annum. The Company will continue the use of its existing plant to produce 200 thousand tonnes per annum in parallel of the construction. The total of 800 thousand tonnes per annum capacity is expected to be reached in early 2020.
  • In October 2018, Verde also announced it had received orders that surpassed its total production capacity for 2018 and it had therefore to turn down clients for this season.
  • In November 2018, Verde announced a new business unit called Verde Marketplace. The Marketplace is business-to-business (“B2B”) platform in which farmers can offer, on a large scale, nutrient-rich and sustainably-produced food directly to interested corporate buyers who serve a growing portion of the population and are looking for these types of food.

Verde’s President & CEO, Cristiano Veloso commented: “As previously mentioned, the first 50,000 tonnes of sales would be the hardest. We are overcoming that landmark. The market has rewarded our efforts by eagerly adopting Verde’s products and spreading the word about its positive farming results. Here onwards our sales will only grow and become even more profitable on a per tonne basis. Above all, Verde is poised to expand relying mostly on growing sales and without the need to issue new equity”.

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

Visit and subscribe to our YouTube Channel
www.youtube.com/verdeagritech

Learn more about Verde Marketplace
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:

  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® 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, 2016. 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.