Verde starts ramp up of Plant 2’s second stage to reach production of 2.4Mtpy

Singapore. Verde AgriTech Ltd (TSX: “NPK”) (“OTCMKTS: “VNPKF“) (“Verde” or the “Company”) is pleased to announce that the expansion of its second production plant (“Plant 2”) is now complete, now production is being ramped up from 1.2 million tonnes per year (“Mtpy”) to 2.4 Mtpy of Verde’s multinutrient potassium product, K Forte®, sold internationally as Super Greensand® (the “Product”).

Plant 2 was commissioned on August 31, 2022 with a production capacity of 1.2Mtpy; it achieved its nameplate capacity on October 26, 2022.[1] In parallel, Plant 2 was undergoing an expansion process to be capable of producing 2.4Mtpy, construction which is now concluded.

“We look forward to the positive financial benefits that the additional capacity will bring to Verde’s bottom-line. With every milestone, we become a more essential source to mitigate Brazil’s dependency on imported potash”, commented Cristiano Veloso, Verde’s founder, and CEO.

Verde’s Plant 1 operates with a capacity of 0.6Mtpy and Plant 2 operates with a capacity of 1.2Mtpy, totalling 1.8Mtpy. With Plant 2’s capacity of 2.4Mtpy to be achieved after its ramp up in concluded, the Company’s overall production capacity will be 3 Mtpy.

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, from the mining and processing its main feedstock from its 100% owned mineral properties, to the Product sales processes, which also include direct technical advice for farmers, and distribution.

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.[2] 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®.[3] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[4] 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).[5] 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.[6]

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/mj53b6dibeek4hzq

 

Investors Newsletter

Subscribe to receive the Company’s updates at:

http://cloud.marketing.verde.ag/InvestorsSubscription

The last edition of the newsletter can be accessed at: https://bit.ly/InvestorsNL-August_2022

 

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] View release at: https://investor.verde.ag/wp-content/uploads/2022/10/Verde-AgriTech-Press-Release-Plant-2-Reaches-Name-Plate-Capacity-1.2Mtpy.pdf

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

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

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

[5] 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

[6] 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).

Madeleine Lee Joins Verde’s Board of Directors

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

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

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

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

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

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

Composition of the Board of Directors

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

 

About Madeleine Lee

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

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

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

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

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

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

 

About Verde AgriTech

Verde is an agricultural technology company that produces potash fertilizers. Our purpose is to improve the health of all people and the planet. Rooting our solutions in nature, we make agriculture healthier, more productive, and profitable.

Verde is a fully integrated Company: it mines and processes its main feedstock from its 100% owned mineral properties, then sells and distributes the Product.

Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[5] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[6] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[7] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[8] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million[9].

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

 

Corporate Presentation

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

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

 

Investors Newsletter

Subscribe to receive the Company’s updates at:

http://cloud.marketing.verde.ag/InvestorsSubscription

The last edition of the newsletter can be accessed at: https://bit.ly/InvestorsNL-August2022

 

Cautionary Language and Forward-Looking Statements

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

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

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

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

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

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

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

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

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

 

For additional information please contact:

Cristiano Veloso, Founder, Chairman & Chief Executive Officer

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

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

 

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

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

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

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

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

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

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

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

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

Verde Provides Update

Belo Horizonte, Brazil. Verde AgriTech Ltd (TSX: “NPK”) (“OTCMKTS: “VNPKF“) (“Verde” or the “Company”) informs that roadworks it was performing for increased truck accessibility to and from its second plant (“Plant 2”)[1] incurred unforeseen groundwater issues. The solution is already engineered and being implemented. As a consequence, over the next 4 to 8 weeks, limited delivery of Plant 2’s production will be possible, with an impact to the Company’s 2022 results.

Plant 2 is ramping up production to 1.2 million tonnes per year (“Mtpy”) of Verde’s multinutrient potassium product, K Forte®, sold internationally as Super Greensand® (the “Product”). As part of Plant 2’s logistics, the Company has been upgrading road infrastructure, including 22 kms of roads, 14 kms of asphalting, and the construction of a new bridge. At its peak, the Company employed 350 people in the construction works of Plant 2 and correlated infrastructure, currently 125 people are working on the road foundation to overcome the groundwater issues.

The unforeseen groundwater, which placed in risk structural stability, was detected in two critical points of the road. The preceding geotechnical drilling had not uncovered the risk areas and palliative groundworks proved insufficient to adequately remediate the situation. The revamped foundation work will delay the road’s operability. Therefore, the renewed road will only support Plant 2’s output in Q4 2022.

 

2022 Guidance

Brazilian agricultural seasonality sees peak demand for Product in Q3 and early Q4. Plant 1 is operating at capacity to meet that demand but Plant 2’s delayed output will miss most of the 2022 season’s peak demand, thereby negatively impacting the Company’s full year volume. Verde is still in line to meet its original 2022 Guidance,[2] as revised below for Q3 and Q4 in comparison with the realized results for Q1 and Q2 2022:

 

Period Q1 2022 Q2 2022 Q3 2022 Q4 2022 FY 2022
Guidance Original Jan 2022 Achieved in Q1 2022 Original Jan 2022 Achieved in Q2 2022 Original Jan 2022 Revised Sep 2022 Original Jan 2022 Revised Sep 2022 Original Jan 2022 Revised Sep 2022
EPS (C$) 0.02 0.06 0.18 0.19 0.25 0.12 0.06 0.13 0.50 0.50
EBITDA (C$’000)[3] 1,358 3,678 10,155 10,765 13,414 8,040 3,506 8,808 28,433 31,291
Revenue (C$’000) 10,070 11,304 21,954 24,861 27,228 24,691 13,011 25,762 72,263 86,618
Sales target (tonnes) 115,000 111,667 200,000 202,255 250,000 188,000 135,000 198,078 700,000 700,000

Following the lower than expected deliveries from Plant 2 because of logistical issues during Q3 2022, the original 2022 annual Guidance is expected to be achieved thanks to Plant 1’s continued operation at capacity and Plant 2´s successful commissioning and dispatch of Product within the next 4 to 8 weeks.

Client´s demand for Product continues to outstrip current delivery capacity. The Company is offering discounts for Q4 2022 and Q1 2023 delivery, in order to maximise Plant 2 output in those seasonally weak months, as well as to generate more market penetration.

For 2023, Verde’s sales volume target remains unchanged at a minimum of 2 Mtpy tonnes of Product. Construction of Plant 3, which is expected to add a further 10 Mtpy of Product, is pending government permits and is therefore expected to begin construction in 2024.

 

Plant 1 and 2 Capacity Expansion

Over the years, Verde has optimized processing routes and machinery calibration.  Therefore, in light of such experience, both Plants 1 and 2 are being re-assessed to determine how equipment and process optimization will enable increased production volumes beyond their current nominal capacities. To implement the potential upgrades, Verde will apply for relevant government licences for total Plant 1 and 2 capacity exceeding 2.8 Mtpy.

 

Paid for Growth

Paid for Growth (“P4G”) strategy, a cornerstone program aimed at distributing gains to shareholders either through share buyback or dividends,[4] will be withheld for 2022 in order to ensure Verde’s continued accelerated expansion, including Plant 2 and Plant 3, without issuance of new shareholder-diluting equity. P4G is expected to distribute Verde’s first gains to shareholders in 2023.

“While it is disappointing to face a delay at the very end of what has otherwise been a ´non-equity financed´ construction of Plant 2, we are pleased by the overall pace and safety of the endeavour. Supported by the growing demand from current and new clients, at Verde we look forward to a future of sustainable and steadily expanding production. In that spirit, we celebrate our Plant 2´s commissioning and our 2022 outlook for over 70% year-on-year growth of production. We hold our heads high and look forward to advance the P4G strategy and lead our market segment in Brazil in the near future,” commented Verde’s Founder, President & CEO, Cristiano Veloso.

 

Board Revision

Verde is concluding a renewal of its Board of Directors to better meet the threshold set by certain shareholder advisory firms, which have deemed part of its Board as ‘non-independent directors’ either because the directors hold too many shares in the Company or the directors have held extensive tenures. Therefore, the following directors will gracefully step down: Mr. Getúlio Fonseca, Mr. Paulo Sérgio Ribeiro and Mr. Michael St Aldwyn, who have served on the board of Verde over a combined 24 years.

Mr. Fonseca was appointed to the Board in 2007 and was a contributing member of the Audit Committee and the Chairman of the Compensation Committee.

Mr. Ribeiro was appointed to the Board in 2017 and was a contributing member of the Corporate Governance & Nominating Committee.

Mr. St Aldwyn was appointed to the Board in 2018 and was a contributing member of the Audit Committee, and Compensation Committee, also serving as the Chairman of the Corporate Governance & Nominating Committee, and as Lead Independent Director.

“We would like to thank Getúlio Fonseca, Paulo Sérgio Ribeiro and Michael St Aldwyn for their many years of service and contribution to Verde’s growth. Their experience and inputs were invaluable to the Company, for which I thank them on behalf of Verde’s team, our shareholders and stakeholders,” commented Mr. Veloso.

The Company will seize the opportunity to enhance Board diversity and, in light of Verde’s recent move to Singapore,[5] to comply with local regulations that mandate that at least one board member needs to be a Singaporean resident. The Board changes are expected to be concluded and announced in the following weeks, without material impact to Verde’s ongoing expansionary strategies.

 

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, from the mining and processing its main feedstock from its 100% owned mineral properties, to the Product sales processes, which also include direct technical advice for farmers, and distribution.

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/7ifqptdkh55cutpk

 

Investors Newsletter

Subscribe to receive the Company’s updates at:

http://cloud.marketing.verde.ag/InvestorsSubscription

The last edition of the newsletter can be accessed at: https://bit.ly/InvestorsNewsletter-July2022

 

Cautionary Language and Forward-Looking Statements

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

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

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

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

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

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

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

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

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

For additional information please contact:

Cristiano Veloso, Founder, Chairman & Chief Executive Officer

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

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

 

[1] See press release at: https://investor.verde.ag/verde-announces-commissioning-of-its-plant-2/

[2] See press release at: https://investor.verde.ag/verde-announces-2022-guidance-and-two-year-outlook/

[3] Before non-cash events.

[4] See press release at: https://investor.verde.ag/verde-announces-plans-for-first-distribution-of-gains-and-restructure/

[5] See release at: https://investor.verde.ag/verde-announces-completion-of-redomiciliation-process-to-singapore/

[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).

Verde announces commissioning of its Plant 2

Belo Horizonte, Brazil. Verde AgriTech Ltd (TSX: “NPK”) (“OTCMKTS: “VNPKF“) (“Verde” or the “Company”) is pleased to announce that its second production plant (“Plant 2”) has been commissioned and is now ramping up production up to 1.2 million tonnes per year (“Mtpy”) of Verde’s multinutrient potassium product, K Forte®, sold internationally as Super Greensand® (the “Product”).

“Four years ago almost to the day, we were commissioning Verde’s Plant 1, which has since then ran practically continuously in order to meet the growing demand for Verde’s products. It is therefore timely to rev-up our Plant 2 at a moment when Brazilian potash demands peak and our products have established a track record of delivering optimal agricultural results because the combined total capacity of Plants 1 and 2 will establish Verde as Brazil’s largest potash producer. I take the opportunity to congratulate Verde’s team for its effort in concluding the commissioning of Plant 2″, commented Cristiano Veloso, Verde’s founder, and CEO.

Verde’s Plant 1 operates with a capacity of 0.6Mtpy. With Plant 2’s additional capacity of 1.2Mtpy after ramp up, the Company’s overall production capacity will be 2,000,000 tpy after. Plant 2 is already undergoing expansion to achieve 2.4Mtpy of capacity later in Q3 2022.

With Plant 2’s total capacity of 2.4Mtpy, the Verde’s overall production capacity is expected to be 3,000,000 tpy.

Verde’s 2022 guidance, as revised upwards on May 03, 2022,[1] provides for sales of 1,000,000 tonnes of Verde’s Product, with revenue of C$109.09 million, EBITDA of C$49.06 million and net earnings per share (“EPS”) of C$0.87. The 2023 guidance provides for sales of 2,000,000 tonnes.

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).[2] This amounts to 295.70 million tonnes of potash equivalent in K2O. In 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[3]

 

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, from the mining and processing its main feedstock from its 100% owned mineral properties, to the Product sales processes, which also include direct technical advice for farmers, and distribution.

Verde’s focus on research and development has resulted in one patent and eight patents pending. Among its proprietary technologies are Cambridge Tech, 3D Alliance, MicroS Technology, N Keeper, and Bio Revolution.[4] Currently, the Company is fully licensed to produce up to 2.8 million tonnes per year of its multinutrient potassium fertilizers K Forte® and BAKS®, sold internationally as Super Greensand®.[5] By the end of 2022, it plans to become Brazil’s largest potash producer by capacity.[6] Verde has a combined measured and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O and an inferred mineral resource of 1.85 billion tonnes at 8.60% K2O (using a 7.5% K2O cut-off grade).[7] This amounts to 295.70 million tonnes of potash in K2O. For context, in 2021 Brazil’s total consumption of potash in K2O was 7.92 million.[8]

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

 

Corporate Presentation

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

https://verde.docsend.com/view/qturggizxqtwcj62

 

Investors Newsletter

Subscribe to receive the Company’s updates at:

http://cloud.marketing.verde.ag/InvestorsSubscription

The last edition of the newsletter can be accessed at: https://bit.ly/InvestorsNewsletter-July2022

 

Cautionary Language and Forward-Looking Statements

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

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

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

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

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

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

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

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

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

 

For additional information please contact:

Cristiano Veloso, Founder, Chairman & Chief Executive Officer

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

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

 

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

[2] 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

[3] 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).

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

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

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

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

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

Verde announces completion of redomiciliation process to Singapore

UK Court Sanctions the Scheme of Arrangement for Proposed Redomicile

Belo Horizonte, Brazil. Verde AgriTech Plc (TSX: “NPK”) (OTCQB: “AMHPF”) (the “Company” or “Old Verde”), is pleased to announce that the UK Court (the “Court”) held the Scheme Court Hearing to consider whether to sanction the scheme of arrangement (the “Scheme”) at short notice on July 28, 2022. The Court made an order sanctioning the Scheme with modification, pursuant to which the new Singaporean company, Verde AgriTech Ltd (“New Verde”) will become the holding company of Old Verde.

The updated expected timetable is as follows:

Event Date
Scheme Court Hearing July 28, 2022
Scheme Record Time 6:30 p.m. EDT,
July 28, 2022
Effective Date July 29, 2022
Last day of trading in shares Old Verde on the Toronto Stock Exchange July 29, 2022
Canada Civic Holiday (Toronto Stock Exchange will be closed for trading) August 1, 2022
Commencement of trading in shares in New Verde on the Toronto Stock Exchange August 2, 2022

 

The last day of trading, dealings in and for registration of transfers of shares in Old Verde (“Old Verde Shares”) will be Friday, July 29, 2022. Trading in shares in New Verde (“New Verde Shares”) on the Toronto Stock Exchange (“TSX”) is expected to commence on the opening of trading, on Tuesday, August 2, 2022. The trading symbols will not change. The New Verde Shares will trade on the TSX and the OTCQB under the symbols NPK and AMHPF, respectively.

Following the day on which the Scheme becomes effective in accordance with clause 9 of the Scheme (the “Effective Date”), share certificates in respect of Old Verde Shares will cease to be valid and Old Verde Shares held in uncertificated form will be cancelled.

The New Verde Shares will be issued following implementation of the Scheme to shareholders of Old Verde on the register immediately following the Scheme Record Time. The New Verde Shares will be issued in registered form, and will be capable of being held in both certificated and uncertificated form. As a result of the modification to the Scheme those shareholders who hold shares in uncertificated form via the Canadian Depositary for Securities Limited (“CDS”) (i.e. via a broker or trading bank) continue to do so, and those shareholders who hold their shares in certificated form (i.e. directly in their own name) will also continue to do so. The uncertificated form of New Verde Shares held via CDS are expected to be issued or credited to Broadridge and Mediant accounts on Tuesday, August 2, 2022. Share certificates in respect of New Verde Shares to be held in certificated form are expected to be dispatched by no later than Friday, August 12, 2022.

 

General

Note that capitalised terms used in this announcement, but not defined, have the same meaning as in the Scheme Circular.

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.[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/fgy694qjvu3xn9pg

 

Investors Newsletter

Subscribe to receive the Company’s updates at:

http://cloud.marketing.verde.ag/InvestorsSubscription

The last edition of the newsletter can be accessed at: https://bit.ly/InvestorsNL-June2022

 

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).