What changed in this filing

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Item 1. Business

2026-06-03 compared with 2024-02-15 · 729 added, 254 removed, 4 unchanged (100% of the section changed)

Verde Resources, Inc.

(the “We” or “Company” or “VRDR”) was incorporated on April 22, 2010, in the State of Nevada, U.S.A..

The Company currently is engaged in the production and distribution of renewable commodities, distribution of THC-free cannabinoid (CBD) products, and real property holding.

However, the Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainable development with the world faced with challenges of climate change and environmental dehydration.

The Company had announced the disposition of the mining business through the sale of the entire issued and paid-up share capital of CSB on March 13, 2023.

The disposition of CSB was completed on April 20, 2023.

The Company conducts business operations in La Belle, Missouri, U.S.A., through Verde Renewables, Inc.

(“VRI”), a company incorporated in the State of Missouri, U.S.A., and an indirect wholly-owned subsidiary Verde Estates, LLC (“VEL”), a Missouri limited liability company.

We currently operate in the production and distribution of renewable commodities through Verde Resources (Malaysia) Sdn.

Bhd., a Malaysian corporation.

We intend to develop operations in the distribution of THC-free cannabinoid products through Verde Life Inc., an Oregon corporation.

The Company is also considering investment opportunities in other non-mining areas including the bioenergy industry and the food & beverage sector.

The Company took a significant strategic shift by divesting its mining operations in Malaysia to concentrate exclusively on advancing its green and climate-focused initiatives.

Our overarching ambition is to emerge as a prominent leader in delivering net-zero solutions while pioneering efforts in decarbonization and regenerative environmental projects.

The Company has since undergone a restructuring exercise to focus on renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration.

The Company is working alongside lawmakers that will assist in shaping future climate bills, where increased standards and beneficial solutions in agriculture can be implemented to help aid with further political legislation towards climate mitigation and adaptation.

We will engage key stakeholders to develop licensed and accountable measures that will assist in shaping and defining a sustainable credit exchange for the commercial market.

The Company announced a momentous partnership with Green Carbon Industries (“GCI”), securing exclusive access to their invaluable intellectual property (IP) rights.

This collaboration lays the foundation for revolutionary infrastructure development, marked by innovative biochar asphalt showcase projects within the United States.

Biochar-asphalt, an innovative, eco-friendly, high performance, and cost-saving alternative to conventional high CO2 footprint asphalt production and installation, holds immense promise in addressing environmental concerns.

Through the integration and extensive utilization of biochar – a carbon-rich material derived from organic waste, the Company aims to reduce carbon emissions and the carbon footprint of infrastructure projects.

The American showcase projects will serve as compelling evidence of the technology’s capability in carbon sequestration, efficiently mitigating greenhouse gas, enhancing durability and cost efficiencies, all while simultaneously addressing pressing environmental challenges.

Puro.earth, the crediting platform for durable carbon removal, has officially registered the Company as a Carbon Removal Credit supplier as part of its Accelerate program.

This partnership was formalized through a platform agreement signed in April 2023.

The Company’s endeavors are poised to unlock revenue opportunities by generating Carbon Removal Credits (CORCs).

This critical step incentivizes the broader adoption of climate technologies and enables the Company to supply these credits to companies seeking to offset their carbon footprint in pursuit of net-zero objectives.

Simultaneously, this approach creates an additional and substantial revenue stream for the Company.

The following diagram illustrates our current corporate structure:

Corporate History and Structure

Verde Resources, Inc.

was incorporated on April 22, 2010, in the State of Nevada, U.S.A.

The following persons were appointed to serve as Directors and to assume the responsibilities of officers, on October 17, 2013:

Wu Ming Ding, as President and Director;

Balakrishnan B S Muthu as Treasurer, Chief Financial Officer, General Manager and Director;

Liang Wai Keen as Secretary.

On October 25, 2013, we entered into an Assignment Agreement for the Assignment of Management Right in Merapoh Gold Mines in Malaysia (“Assignment Agreement”) with Federal Mining Resources Limited (“FMR”), a company incorporated under the laws of the British Virgin Islands.

FMR owned 85% equity interest in CSB, a private limited liability company incorporated in Malaysia.

CSB is the Mining Contractor of the Mining Lease for Site IV-1 at the Merapoh Gold Mine under the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.

Under the terms of the Assignment Agreement, FMR had assigned its management rights of CSB’s mining operation in the Mining Lease to the Company, through its wholly-owned subsidiary Verde Resources Asia Pacific Limited (“VRAP”) in exchange for 80,000,000 shares of the Company’s Common stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition.

VRAP was formed on February 7, 2013, by the Board of Directors of FMR to monitor the CSB operation.

The acquisition of 100% of the issued and outstanding capital stock of VRAP was agreed upon on October 18, 2013, and completed on October 25, 2013, subject to the approval of the Board of Directors and the audit of VRAP.

Pursuant to the Assignment Agreement, and a Supplementary Agreement dated February 17, 2014, on further clarifications to the Assignment Agreement signed by the Company with FMR, the 100% interest of FMR in VRAP was transferred to VRDR at a consideration of One and no/100 Dollar ($1.00).

This transaction was recorded as a reverse acquisition in accordance with ASC 805-40 “Reverse Acquisitions”.

The legal parent was VRDR, which was the accounting acquiree, while VRAP was the accounting acquirer.

There was a 15% non-controlling interest of CSB after the acquisition.

This transaction was accounted for as a recapitalization effected by a share exchange, wherein VRAP with its 85% deemed subsidiary CSB was considered the acquirer for accounting and financial reporting purposes.

The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

Prior to the acquisition of VRAP, on July 1, 2013, FMR had assigned its rights and obligations pursuant to its 85% interest in CSB to VRAP.

According to ASC 810-05-08 A, CSB is a deemed subsidiary of VRAP because due to the assignment, VRAP had gained control of the Board of Directors of CSB, VRAP’s rights to receive future benefits and residual value, and VRAP’s obligation to absorb losses and provide financing for CSB.

VRAP had the power to direct the activities of CSB that most significantly impact CSB’s economic performance, and the obligation to absorb losses or receive benefits of CSB that could potentially be significant to CSB.

Accordingly, VRAP was the primary beneficiary of CSB.

Under 810-23-42, 43, it was determined that CSB was de-facto agent and VRAP, the principal, and consequently, CSB was considered as a deemed subsidiary of VRAP beginning July 1, 2013.

With the above transactions, VRAP became a wholly-owned subsidiary of the Company and CSB, its 85% deemed indirect subsidiary.

On April 1, 2014, the Board of Directors of VRAP notified FMR of the decision to exercise its option to purchase an 85% equity interest of CSB pursuant to Section 3.2.4 of the Management Agreement dated July 1, 2013, between VRAP and FMR.

This acquisition was completed on April 1, 2014, with consideration of $1, and VRAP then became an 85% shareholder of CSB.

Effective February 20, 2016, Mr.

Wu Ming Ding resigned from his positions as President and Director of the Company, with Mr.

Balakrishnan B S Muthu being appointed President to fill the vacancy created.

Effective February 20, 2016, Mr.

Chen Ching was appointed Director of the Company and the entire Board of Directors then consisted of Mr.

Balakrishnan B S Muthu and Mr.

Effective February 2, 2018, our Articles of Incorporation were amended to increase the authorized shares of the Company from 250,000,000 shares of Common stock to 10,000,000,000 shares of Common stock.

A copy of the Certificate of Amendment was filed with the Nevada Secretary of State.

The Form 8-K announcing the increase of the authorized shares of the Company was filed with SEC on February 6, 2018.

Effective March 31, 2021, Mr.

Craven was appointed Director of the Company, and the entire Board of Directors then consisted of Mr.

Balakrishnan B S Muthu, Mr.

Chen Ching and Mr.

The Form 8-K announcing the change in officers and directors were filed with SEC on April 1, 2021.

On May 10, 2021, the Company announced the Sale and Purchase Agreement (the “S&P Agreement”) to acquire the assets of biofraction plant and the right to use intellectual property license in Sabah, Malaysia from Borneo Energy Sdn Bhd, in consideration of issuance of 166,666,667 share of the Company’s stock at $0.03 per share, valued at $5,000,000.

135,666,667 shares and 31,000,000 shares were issued on May 10, 2021, and July 1, 2021, respectively.

The completion of the S&P Agreement is subject to all such acts necessary, including but not limited to due diligence exercise to ascertain the valuation of the assets of the biofraction plant and the right to use the licensed intellectual property in Sabah, Malaysia.

The Company also announced the Share Sale Agreement on May 12, 2021, for the acquisition of the entire issued and paid-up share capital of Bio Resources Limited (“BRL”) from various unrelated third parties, Taipan International Limited, The Wision Project Limited, and other individuals, in consideration of issuance of 321,500,000 shares of the Company’s restricted common stock at $0.03 per share, valued at $9,645,000, and the issuance of promissory notes with two-year term period with a principal amount of $20,355,000.

321,500,000 shares were issued on May 12, 2021, and the promissory notes were issued on May 12, 2021.

The face value (principal) amount of $20,355,000 is repayable by May 12, 2023, and bearing zero coupon interest.

The promissory note is priced at $16,290,550 considering the current market interest rate.

On January 20, 2022, the Company reached a mutual agreement with the Lenders of the Notes to enter into a Supplement to Promissory Note, with each Lender, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock priced at $0.0611 per share, which represents the last ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022.

The Company and the Lenders further agreed that the actual date for the allotment and issue of new shares of the Company’s restricted common stock shall be confirmed in a subsequent written agreement.

The acquisition of BRL was consummated on October 12, 2022.

On June 9, 2021, the Company entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with the Company’s creditors Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire Capital Limited (collectively the “Creditors”) to convert a total of USD 1,945,096 of the Company’s accounts payable to the Creditors into equity by increasing the share capital by means of a subscription for 64,836,533 new restricted shares of the Company’s common stock at a subscription price of $0.03 per share.

As set out in the Debt Settlement Agreements, the new restricted shares for settlement of the account payable to Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd and Federal Capital Investment Limited were issued to their nominee Internet.com Ltd on June 9, 2021.

On June 11, 2021, VRAP entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site from a Malaysian company, Segama Ventures Sdn Bhd (“Segama Ventures”), an unrelated third party , in order to expand the Company’s biofraction plant in Malaysia.

Under the terms of the SPA Agreement, the acquisition is satisfied by cash payment of $1,600,000 in two instalments of $800,000 each, one payment upon signing the SPA Agreement, and the second payment within three (3) months from the date of the SPA Agreement.

A deposit of $800,000 was paid to Segama Ventures on June 10, 2021.

On March 2, 2022, however, VRAP entered into a Cancellation of Sale and Purchase of Assets Agreement (“Cancellation Agreement”) for the cancellation of the Sale and Purchase of Assets Agreement to purchase the factory site from Segama Ventures that was signed on June 11, 2021.

Simultaneously, on March 2, 2022, the Company, through VRAP, entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”) for renting the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR 36,000 ($8,571).

The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”) which shall be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the sum of MYR 336,000 ($80,000) (the “Security Payment”).

The refundable advance of $800,000 from the Cancellation Agreement above was utilized against the security deposit and payment of the advance rental.

The Lease Agreement also provides VRAP with an exclusive right and option to purchase the factory site together with all its right title and interest for a consideration of MYR 8,000,000 ($1,904,762) (the “Purchase Price”) or subject to a valuation report on the factory site by a Malaysian registered property valuer at any time during the period of two years from the date of the Lease Agreement.

The Lease Payment and Security Payment shall be applied toward the Purchase Price upon VRAP exercising the option to purchase.

The Option to Purchase has not been exercised to date.

On June 18, 2021, VRAP entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB.

Prior to this acquisition, VRAP owned 85% equity in CSB.

Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR 150,000 (approximately $36,130) upon the execution of the Shares Sale Agreement.

A deposit of MYR 150,000 (approximately $36,130) was paid to LGL on June 21, 2021.

With the completion of the acquisition on October 20,2021, CSB became a wholly owned subsidiary of VRAP, and indirectly, of the Company.

On July 7, 2021, the Company through its wholly-owned subsidiary VRAP entered into a Product Supply Agreement (the “Product Supply Agreement”) with MRX Xtractors, LLC (“MRX”), an Oregon limited liability company.

MRX is a market leader in commercial extraction systems for cannabis and hemp.

The Product Supply Agreement is a partnership between VRAP and MRX to establish a purchase and supply arrangement that allows VRAP to distribute white-label THC-free CBD products from MRX.

On August 10, 2021, we formed a wholly owned subsidiary, Verde Renewables, Inc., for the purpose of conducting business in Missouri (using straw bed and wood waste to create biochar and related products).

Another entity, Verde Estates, LLC, was also formed on August 10, 2021, to own property in Missouri.

Verde Estates, LLC is a wholly owned subsidiary of Verde Renewables, Inc.

On November 15, 2021, we formed a wholly owned subsidiary, Verde Life Inc., an Oregon corporation for the purpose of conducting business in the distribution of THC-free cannabinoid products.

On January 17, 2022, the Company formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of Malaysia, for the purpose of conducting consultation services and distribution of renewable agricultural commodities.

On February 10, 2022, the Company, through Verde Estates, LLC, entered into a Commercial Lease Agreement and Option to Purchase (the “La Belle Lease Agreement”) to rent a 24-acre property in La Belle, Missouri from Jon Neal Simmons and Betty Jo Simmon (the “Landlord”) to support carbon farming with biochar in Missouri.

Under the La Belle Lease Agreement, the term of the lease will be for a period of two (2) years and the Company will have the right to renew the lease with a total of three renewal periods with each term being two years.

The base rent is Ten Thousand Dollars ($10,000) for the term, payable on the commencement of the La Belle Lease Agreement, together with a security deposit of $240,000.

The La Belle Lease Agreement also grants the Company the exclusive right and option to purchase the premises together with all the right title and interest from the Landlord for a consideration of $490,000, inclusive of the security payment, at any time during the two years period of the lease term.

The Option to Purchase was exercised on September 27, 2022.

On March 23, 2022, we, through Verde Resources (Malaysia) Sdn Bhd., (“Verde Malaysia”), entered into a Sale of Shares Agreement (“SSA”) with The Wision Project Sdn Bhd (“Wision”), a company incorporated under the laws of Malaysia, to acquire the one hundred percent (100%) of the issued and paid up ordinary shares in Wision.

It was closed in May 2022.

On April 19, 2022, we, through our wholly-owned subsidiary Verde Malaysia, a company incorporated in Malaysia, entered into Term Sheet for Regenerative Carbon Negative Agriculture Initiative (the “Borneo Agreement”) with The Borneo Food Group Sdn.

Bhd (“SB”), a company incorporated in Malaysia, to supply proprietary blend of various carbon negative agricultural products such as plant natural enzyme, FAA bio enzyme and enriched biochar to SB.

SB is a wholly-owned subsidiary of Borneo Oil Berhad (BORNOIL), a company listed on the Main Board Stock Exchange of Malaysia and an affiliate of the Company by virtue of owning more than 10% shares of the Company’s Common Stock.

Under the Borneo Agreement, Verde Malaysia has the expertise, technical know-how supply of proprietary blend of various carbon negative agricultural products to assist SB in achieving a long term and consistent supply of various agriculture produce for its business while ensuring that all ingredients utilized by SB is farmed in a sustainable and environmentally friendly manner which is not just carbon neutral but carbon negative to create a long term carbon negative footprint.

Verde Malaysia will provide the services and supply the proprietary blend of various carbon negative agricultural products to SB at the agreed fixed rates which may be subject to price increase in the event of any drastic fluctuations in the cost of fuel and/or related production costs with a minimum notice of two weeks in writing to SB.

The term of the Borneo Agreement will be for a fixed period of five (5) years commencing from May 1, 2022, to April 30, 2027, and both parties may extend the agreement for a further term as may be mutually agreed on terms to be separately negotiated.

On April 25, 2022, we issued a total of 8,445,946 restricted Common shares for $1,000,000 at $0.1184 per share to two non-US shareholders.

On April 27, 2022, the Company entered into a Professional Engineering Services Contract (the “Engineering Services Agreement”) with BioDiverse Energies, LLC (“BDE”).

Under the Engineering Services Agreement, BDE will provide professional services on the feasibility assessment, preliminary engineering and preliminary market analysis related to the biochar enhanced compost project.

The Company will pay BDE a total of $42,000 for completion of the professional services under the Engineering Services Agreement.

An initial payment of $25,000 will be paid prior to the commencement of work by BDE, with another $10,000 and $7,000 to be paid upon completion of the professional services in two stages respectively.

On May 4, 2022, the Company assigned the Engineering Services Agreement to its wholly owned subsidiary Verde Renewables, Inc.

(“VRI”) to assume from the Company all the obligations, responsibilities and liabilities associated with the Engineering Services Agreement.

On April 29, 2022, Verde Renewables, Inc.

(“VRI”) a wholly owned subsidiary of the Company, closed on the purchase of residential property located in Chesterfield, Missouri (the “Chesterfield Property”).

The purchase price for the Chesterfield Property was $750,000.00, paid in cash at closing.

The Company used cash on hand to purchase the Chesterfield Property.

The Chesterfield Property was purchased from Yimin Huang and Claudine Huang (the “Sellers”).

There were no material relationships between the Sellers and the Company or any of its affiliates.

The Company plans on holding the Chesterfield Property as an investment and for corporate housing.

On June 8, 2022, the Company through its wholly owned subsidiary VRI entered into a Services Agreement with Gary F.

Zimmer to engage him as its corporate consultant to develop and formulate a designer compost and the Company’s integrated regenerative farming programs as designated in the Services Agreement.

Under the Agreement, the Company will pay Gary F.

Zimmer by the issuance of 1,000,000 shares of the Company’s restricted Common stock, par value $0.001 per share on or before July 15, 2022.

The shares were issued during the financial year end.

On October 26, 2022, the Company entered into a corporate consulting services agreement (the “Consulting Agreement”) for investor communication and public relations services with Dutchess Group LLC (“DGL”).

Pursuant to terms of the Consulting Agreement, the Company agreed to issue 1,500,000 shares of the Company’s restricted common stock to DGL within forty-five (45) days of signing the Consulting Agreement.

On November 8, 2022, Jack Wong was appointed Chief Executive Officer of the Company’s wholly owned subsidiaries Verde Renewables, Inc and Verde Life Inc.

On November 22, 2022, Verde Resources, Inc.

(the “Company”), through its wholly-owned subsidiary Verde Life Inc.

(“VLI”), a company incorporated in the State of Oregon, entered into a Product Distribution Agreement (the “Distribution Agreement”) with Country Farms Sdn Bhd (“CF”), a company incorporated in Malaysia and a wholly-owned subsidiary of Berjaya Corporation Berhad, to grant CF with the exclusive right to distribute white-label CBD products from VLI to its customers in Malaysia.

Under the Distribution Agreement, CF shall pay VLI a deposit of $200,000 upon execution of this Distribution Agreement.

Upon submission of the first purchase order, CF shall pay 50% of the purchase order value to VLI.

Prior to any product shipment, CF shall pay VLI the balance 50% of the purchase order value less an initial deposit of $70,000.

The remaining deposit of $130,000 shall be retained for the exclusivity and subsequent orders.

The term of the Distribution Agreement will commence on November 22, 2022, for a period of three (3) years.

To date a deposit of only $20,000 has been paid.

On November 30, 2022, Verde Resources, Inc.

(the “Company”), through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement with Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim (the “Ibrahim Agreement”) to engage her as its Director of Strategic Initiatives to promote and make introductions for the benefit of advancing the Company’s business and interests amongst her networks as designated in the Ibrahim Agreement.

Under the Ibrahim Agreement, the Company will pay Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim by the issuance of 1,000,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 500,000 shares each on or before December 31, 2022 and December 31, 2023 respectively.

The term of the Ibrahim Agreement will be for a fixed period of twenty-four (24) months commencing on November 30, 2022.

On December 1, 2022, Verde Resources, Inc.

(the “Company”), through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement with Steven Sorhus (the “Sorhus Agreement”) to engage him as its Financial Controller to prepare monthly financial reports and financial projections, and oversee daily accounting practices of the Company and its subsidiaries as designated in the Sorhus Agreement.

Under the Sorhus Agreement, the Company will pay Steven Sorhus by the issuance of 800,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 300,000 shares on or before December 31, 2022 and 500,000 shares on or before December 31, 2023.

The term of the Sorhus Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022.

On December 1, 2022, Verde Resources, Inc.

(the “Company”), through its wholly-owned subsidiary Verde Renewables, Inc.

(“VRI”), a company incorporated in the State of Missouri, U.S.A., entered into a Services Agreement with EMGTA LLC (“EMGTA”) (the “EMGTA Agreement”).

Under the EMGTA Agreement, EMGTA will provide services to develop business plan and marketing strategy to facilitate business growth, and identify new customers and markets for the Company.

The Company will pay EMGTA by the issuance of 750,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) in two tranches of 375,000 shares each on or before December 31, 2022, and December 31, 2023 respectively.

The term of the EMGTA Agreement will be for a fixed period of twenty-five (25) months commencing on December 1, 2022.

On December 7, 2022, the Company entered into a Supplementary Agreement to Promissory Note in relation to the acquisition of the entire issued and paid-up share capital of BRL with the 17 Lenders, including the Company’s President and CEO, Jack Wong, to convert the total principal loan amount of $20,355,000 into shares of the Company’s restricted Common Stock at the agreed conversion price of $0.0611 per share on or before December 9, 2022.

On December 9, 2022, the Company issued a total of 334,642,389 restricted common shares comprising 333,142,389 restricted Common shares for the conversion of a total principal loan amount of $20,355,000 of promissory notes at $0.0611 per share to 17 lenders of the promissory notes and 1,500,000 restricted common shares at US$0.12 per share to Dutchess Group LLC for its consulting services.

On December 15, 2022, the Company entered into a Services Agreement with Looi Pei See (the “Looi Pei See Agreement”) to engage her as a consultant to develop the retail markets for the Company’s products and services in Malaysia and Singapore.

The Company will pay Looi Pei See by the issuance of 1,140,000 shares of the Company’s restricted common stock, par value $0.001 per share (the “Common Stock”) on or before December 31, 2022.

On December 31, 2022, the Company issued a total of 2,351,000 restricted Common shares at $0.20 per share to four consultants, Y M Tengku Chanela Jamidah Y A M Tengku Ibrahim, Steven Sorhus, EMGTA LLC and Looi Pei See, as compensation for the engagement of their consulting services.

On March 13, 2023, the Company through its wholly-owned subsidiary VRAP, a company incorporated under the laws of the British Virgin Islands, entered into a Share Sale Agreement (the “SSA Agreement”) with Jusra Mining Merapoh Sdn Bhd (“JMM”), a company incorporated under the laws of Malaysia, to sell the entire issued and paid-up share capital of CSB, an indirect wholly-owned subsidiary of the Company engaged in the mining business.

Under the terms of the SSA Agreement, the consideration for the sale of the entire issued and paid-up share capital of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500,000.

The Company has been undergoing a restructuring exercise to shift its focus towards renewable energy and sustainability development with the world faced with challenges of climate change and environmental dehydration.

The disposition of the mining business via the sale of the entire issued and paid-up share capital of CSB is in line with the Company’s restructuring effort to focus on renewable energy and sustainability.

On March 13, 2023, the Company and its indirect wholly-owned subsidiary CSB entered into a Settlement of Debts Agreement (the “SDA Agreement”) and a two year term period Promissory Note with CSB’s creditor Borneo Oil Corporation Sdn Bhd (the “Creditor”) to settle in full a total of USD 675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new restricted shares of the Company’s common stock at a price of $0.07 per share.

As set out in the SDA Agreement, the new restricted shares for settlement of the account payable to the Creditor shall be issued to the Creditor or its nominee.

On March 23, 2023, the Company, through its wholly-owned subsidiary Verde Resources (Malaysia) Sdn.

(“Verde Malaysia”), entered into a Shares Sale Agreement (the “SSA Agreement”) with Murugesu A/L M.

Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn.

(“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA, a company engaged in the business of providing green technology to government and private sectors and in creating high quality compost using agricultural waste and biomass products in Malaysia.

In relation to the SSA Agreement, the Company through Verde Malaysia also entered into a Shareholders Agreement with Murugesu A/L M.

Narasimha and VATA.

Under the terms of the SSA Agreement, the consideration for the acquisition of 60% of the issued and paid-up share capital of VATA shall be satisfied by the total purchase consideration of Malaysia Ringgit MYR 2,250,000, which includes a first payment of Malaysia Ringgit MYR 100,000 upon the execution of the SSA Agreement, a second payment of Malaysia Ringgit MYR 150,000 within thirty (30) days from the date of fulfillment or waiver of all the conditions set out in the SSA Agreement, and the issuance of shares of the Company’s restricted common stock for the balance consideration of Malaysia Ringgit MYR 2,000,000 at a price per share of not more than ten percent (10%) discount from the immediate preceding five trading days volume weighted average price (“VWAP”) from the issuance date pursuant to the terms of the SSA Agreement.

Subsequent to the financial year end, the Company has initiated termination of the agreement.

Effective March 30, 2023, Carl Craven voluntarily resigned from his position as Director of the Company.

By resolution of the Board of Directors, Jack Wong was appointed Director of the Company for a one (1) year term, effective March 30, 2023.

Jack Wong will hold the Board position formerly held by Carl Craven.

On April 20, 2023, the disposition of CSB was completed.

The Company had announced the Share Sale Agreement to sell the entire issued and paid-up share capital of CSB to Jusra Mining Merapoh Sdn Bhd (“JMM”) on March 13, 2023.

The consideration for the sale of the entire issued and paid-up share capital of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500,000.

Stage of Operation

The Company took a significant strategic shift by divesting its mining operations in Malaysia to concentrate exclusively on advancing its green and climate-focused initiatives.

Our overarching ambition is to emerge as a prominent leader in delivering net-zero solutions while pioneering efforts in decarbonization and regenerative environmental projects.

The Company has completed the disposition of the mining business via the sale of the entire issued and paid-up share capital of CSB on April 20, 2023.

The Company has diversified into the green industry with its acquisition of Bio Resources Ltd (“BRL”), the beneficial and/or registered proprietor of the intellectual property known as “Catalytic Biofraction Process”, which is a slow pyrolysis process using a proprietary catalyst to depolymerise palm biomass wastes (empty fruit bunches or palm kernel shells) in temperature range of 350 degree Celsius to 500 degree Celsius to yield commercially valuable bio products:

bio-oil, wood vinegar (pyroligneous acid), biochar and bio-syngas.

The intellectual property is a second-generation pyrolysis process where non-food feedstock like the palm biomass wastes is used as feedstock.

The Company’s BioFraction technology produces high-quality raw biochar using recycled organic biomass from the dairy, palm, and other natural resource industries.

The Company also produces activated biochar, which undergoes further processing combined with natural enzymes, minerals, and microbial additives.

Biochar can be the key component towards rebuilding and enhancing coral life and marine ecosystems throughout coastal regions.

The Company will explore developing blue carbon technologies using biochar as an additive within carbon-negative cement mixtures that can be molded into a variety of useful marine structures and environments.

We have begun research and development of various biochar cement compound mixtures, such as raw atmospheric injected CO 2 , precast eco-friendly cement.

We will engage international and regional industry experts, institutes and educational communities, focused towards developing a unique line of blue carbon capturing products for coastal aquatic and marine environments.

We will engage key stakeholders to develop licensed and accountable measures that will assist in shaping and defining a sustainable credit exchange for the commercial market.

On August 7, 2023, the Company announced a momentous partnership with Green Carbon Industries (“GCI”), securing exclusive access to their invaluable intellectual property (IP) rights.

This groundbreaking collaboration lays the foundation for revolutionary infrastructure development, marked by innovative biochar asphalt showcase projects within the United States.

These projects complement GCI’s established successes in the Asia Pacific (APAC), Middle East, and Africa regions.

Our shared commitment revolves around validating the concept’s feasibility and scalability for carbon sequestration, thereby transforming global infrastructure development, and proactively addressing pressing environmental challenges.

Biochar-asphalt, an innovative, eco-friendly, high performance, and cost-saving alternative to conventional high CO 2 footprint asphalt production and installation, holds immense promise in addressing environmental concerns.

Earlier this year, Puro.earth, the world’s foremost crediting platform for durable carbon removal, officially registered the Company as a Carbon Removal Credit supplier as part of its Accelerate program.

This partnership was formalized through a platform agreement signed in April 2023.

It is worth noting that Puro.earth was acquired by Nasdaq in June 2021.

Furthermore, the Company’s endeavors are poised to unlock revenue opportunities by generating Carbon Removal Credits (CORCs).

Simultaneously, this approach creates an additional and substantial revenue stream for the Company.

On August 30, 2023, the Company achieved a significant milestone by conducting the first-ever biochar-asphalt installation in the United States, just outside of Chicago, Illinois.

Subsequently, we replicated this success at our own facility in La Belle, Missouri.

On September 25, 2023, upon the invitation of the City of Gramercy, located near New Orleans, Louisiana, the Company executed another biochar-asphalt installation.

As a testament to our efforts, we have already received several Letters of Intent (LOIs), and we are confident that our transition from mining to climate-tech and the green economy will yield tremendous results for the company in the years ahead.

Apart from the green industry, the Company is also working on a partnership with MRX Technologies, a market leader in commercial extraction systems for cannabis and hemp.

The partnership includes an agreement for VRAP to white-label THC-free CBD products from MRX Technologies.

As of October 1, 2023, the Company has the following employees:

are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine

our industry with a clear mission:

enabling the “Transition to Zero.” Our proprietary product BioAsphalt™

incorporates biochar , a powerful carbon sequestering material, into infrastructure with the goal of reducing emissions,

improving performance, and lowering overall costs.

We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which

we call “ Verde V24 ”.

Further, we expect to generate revenues from the generation by our products, and our subsequent

sale, of carbon removal credits .

We believe our proprietary products, know-how and business plan place us at the forefront of

sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation.

strategic roadmap for achieving net-zero emissions—what we call the Verde Net Zero Blueprint —has achieved the following

significant milestones:

issuance to our company in April 2025 of the world’s first carbon removal credit from asphalt production and application, certified

by Puro.earth, the leading global registry for engineered carbon removal.

Technological

validation of our BioAsphalt™ by the National Center for Asphalt Technology (NCAT), including receipt of preliminary performance

results from NCAT in July 2025 that demonstrated consistent durability, particularly under low-volume roadway conditions.

Most recently,

in September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% reclaimed asphalt pavement (“RAP”)

from laboratory testing demonstrated that our cold-recycled mix not only meets but exceeds industry specifications for cold-recycled

These results showed superior cohesion, high tensile strength ratio (“TSR”), and retained stability compared

to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

Verde Net Zero Blueprint is comprised of our portfolio of validated technologies that enable the production of sustainable infrastructure

materials with the integrated ability to generate certified carbon removal credits.

This positions carbon sequestration not just as an

environmental co-benefit, but as a monetizable feature embedded in our business plan.

the rise of artificial intelligence accelerates data center energy consumption, which is now projected to account for a growing share

of global electricity use, enterprises worldwide are facing increasing pressure to offset their carbon footprints.

This is driving up

demand for high-integrity, verifiable carbon credits.

model presents a novel combination of infrastructure performance with measurable climate impact, establishing us as a first mover in

scalable Net Zero solutions, which we believe positions us well to meet the demands of a rapidly decarbonizing, carbon-constrained economy.

key third-party validations from groups such as NCAT and Puro.earth in place, we are now focused on commercializing our solutions in

the United States, our most strategic market.

To this end, we recently entered into an exclusive licensing agreement with Ergon Asphalt

& Emulsions, Inc.

(“Ergon”), an industry leader in asphalt innovation and supply and one of the largest liquid asphalt

and emulsion marketers in North America, for the production of asphalt surface course material containing our proprietary solution across

North America.

As our domestic operations scale through Ergon, we plan to license the Verde Net Zero Blueprint globally, targeting infrastructure

and materials companies in countries aligned with the Paris Climate Agreement and pursuing Net Zero by 2050.

fully focus on this transition, we have exited all of our company’s legacy business lines unrelated to sustainable infrastructure

technologies, including:

sale of our Malaysian mining subsidiary Champmark Sdn Bhd (“CSB”), which was completed on April 20, 2023;

discontinuation of our CBD business following the expiration of our supply agreement with MRX Xtractors, LLC on July 6, 2024.

plan to expand operations and generate and grow revenue over the next twelve (12) months primarily through marketing and selling our

proprietary road technologies through Ergon exclusively in North America, with an initial focus on the United States.

Production planning

of our materials has already commenced, with distribution anticipated to occur through the Ergon’s established sales channels,

reaching asphalt mixing plants across the United States, Canada and Mexico for blending and placement.

Embedding our technology into

Ergon’s nationwide business footprint would enable immediate scalability and near-term revenue generation.

believe our asset light business model enables scalable growth while minimizing capital intensity, creating recurring revenue streams

through licensing, sales, royalties, carbon monetization, and strategic partnerships.

We operate through our primary U.S.

Verde Renewables, Inc., headquartered in St.

Louis, Missouri.

Services and Products

business model includes two core proprietary technologies that form the foundation of our carbon-integrated road system:

Mix Biochar Asphalt.

We currently maintain proprietary rights to the key technology we use, Verde V24, which is used in our cold

mix biochar asphalt mix design.

Our cold mix asphalt is a surface course engineered with biochar, a stable form of carbon derived from

organic waste, and formulated with a proprietary emulsifying agent, Verde V24, that enables the creation of a specialized emulsion, facilitating

a strong bond between the carbon and aggregate.

Unlike traditional hot mix asphalt, which requires high temperatures and generates significant

greenhouse gas emissions during production and application, our solution is applied at ambient temperature and activated with water,

eliminating the need for heat or solvents.

It is durable, cost-effective, and suitable for year-round use, including in cold-weather

material has been independently validated, including through trials at the NCAT, confirming its performance under real-world conditions.

In July 2025, we received encouraging preliminary performance results from NCAT.

After approximately 50,000 equivalent single-axle loads

of heavy truck traffic, the asphalt surface remained flexible and demonstrated consistent durability, particularly under low-volume roadway

Importantly, it is the first carbon-sequestering asphalt surface course to maintain competitive strength and flexibility

for road applications and to enable the issuance of verified carbon removal credits, positioning it as a breakthrough in both sustainable

infrastructure and climate mitigation.

September 2025, NCAT’s latest evaluation of Verde’s cold recycling mix using 100% reclaimed asphalt pavement (“RAP”)

further validated the testing results of our proprietary formulation.

Laboratory testing conducted in accordance with ASTM D6927 (Marshall

Stability and Flow), ASTM D6931 (Indirect Tensile Strength), and AASHTO T283 (Moisture Susceptibility) demonstrated that Verde’s

cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt.

Results showed superior cohesion, high

tensile strength ratio (“TSR”), and retained stability compared to standard cold mix benchmarks, validating its strength,

durability, and moisture resistance.

we believe these findings reinforce the scalability and commercial readiness of our cold mix biochar asphalt as a next-generation, carbon-sequestering

pavement solution, offering a credible and practical alternative to conventional road construction materials and application methods.

Enzyme-Based Soil Stabilization.

TerraZyme is a proprietary enzyme-based catalyst engineered to improve the strength, durability,

and moisture resistance of native soils, serving as a sustainable alternative for road base preparation, subgrade stabilization, and

erosion control.

The enzyme works by catalyzing a natural reaction in clay-bearing soils, breaking down organic material and rearranging

soil particles into a more tightly bonded structure.

This reaction reduces permeability, minimizes swelling, and significantly enhances

load-bearing capacity without the need for imported aggregates or traditional binders.

stabilization methods typically rely on cement, lime, or other chemical additives, which are not only costly and labor-intensive but

also carbon-intensive in both production and application.

By contrast, TerraZyme is a low-emission, cost-effective, and rapidly deployable

solution that requires less equipment and labor while delivering superior long-term performance and carbon reduction.

Its liquid form

allows for easy on-site mixing with water and application using standard equipment, followed by compaction.

is also well-suited for rural or remote areas, resource-constrained regions, or developing markets where access to aggregates is limited

or prohibitively expensive.

It is a key component of our broader mission to deliver climate-smart infrastructure solutions worldwide.

currently have access to the TerraZyme enzyme through a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc.

(“NPI) which is effective until December 2026.

We are currently in negotiations with NPI for a definitive agreement that would

contain an exclusive worldwide license for TerraZyme.

Plans and Expenditures

2025 – March 2026:

Following the October 2025 execution of our definitive licensing agreement with Ergon for North America,

we are moving forward with initial marketing, technology transfer, and initial production ramp-up.

2026 – September 2026:

As described further below, our initial “go to market” period with Ergon lasts until

the end of 2026.

During this time, we will look to establish nationwide distribution and deployment across multiple asphalt plants,

with early sales-based revenues expected.

2026 – December 2026:

Initiation of discussions regarding minimum quantities with Ergon for 2027.

Expenditures:

Minimal business-related capital outlays are anticipated for our company over the next twelve months, as Ergon’s existing infrastructure

will support production and distribution.

Costs will primarily involve purchases of Verde V24 from our Verde V24 licensor, C-Twelve

Pty Ltd., an Australian company (“C-Twelve”), biochar procurement, technology integration, compliance, and monitoring.

However, we will also be required to fund $3 million to C-Twelve by the end of July 2026 as a loan ($2 million) and as a license

fee ($1 million) under our Joint Development Agreement with C-Twelve, as described under “Intellectual Property” below.

October 10, 2025, Verde Renewables, Inc.

(“Verde Renewables”), our wholly owned subsidiary, entered into a license agreement

with Ergon (the “Ergon License”), pursuant to which we have granted Ergon an exclusive, non-transferable license to use,

manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using our proprietary

Verde V24 cold mix biochar asphalt emulsifying agent in the United States (including its territories), Canada and Mexico, in exchange

for Ergon agreeing to purchase Verde V24 from us at a fixed price (which is inclusive of all fees associated with the license, but subject

to consumer price index adjustments) for use in Ergon’s asphalt road materials products.

the largest asphalt marketer in North America, is a subsidiary of Ergon, Inc., a diversified global organization engaged in multiple

The privately held Ergon is an industry pioneer in asphalt innovation and supply, employing more than 4,000 people and serving

customers and partners in over 90 countries worldwide.

have agreed with Ergon to an initial fifteen (15) month “go-to-market period”, during which there will be no minimum purchase

requirements for Ergon’s purchases of Verde V24.

For each calendar year beginning January 1, 2027, Ergon has agreed to negotiate

with us in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors.

agreed with Ergon that if minimum purchase amounts are agreed to for any given calendar year, we and Ergon will agree in good faith to

new minimum purchase amounts for each subsequent year, subject to consideration of customary factors.

have also agreed to provide Ergon with forty percent (40%) of our share of the carbon removal credits generated from the mixing of the

final carbon sequestering BioAsphalt™ surface material, so long as (a) the carbon removal credits are generated from bulk mixing

or packaged mixed product, and (b) the mixing of the final BioAsphalt™ surface material includes biochar purchased from us.

Ergon License additionally grants Ergon the right to use our trademarks and access to ongoing technical services to facilitate the monitoring,

reporting, and verification process of each ton of carbon dioxide sequestered.

term of the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of

six (6) months’ notice of cancellation prior to renewal.

The Ergon License may be terminated in the event of non-payment of amounts

due, initiation of bankruptcy proceedings, or under other customary terms.

Additionally, Ergon may terminate the Ergon License upon sixty

(60) days’ prior written notice in the event that our Chief Executive Officer, Jack Wong, or our Chief Operating Officer, Eric

Bava, are removed from their respective positions with the Company for reasons other than termination for cause or voluntary resignation.

The Ergon License additionally contains provisions regarding confidentiality, indemnification, and representations and warranties of

the parties that are customary for such an agreement.

foregoing description of the Ergon License is not complete and is qualified in its entirety by reference to the full text of the Ergon

License, a copy of which is filed as Exhibit 10.1 to this Annual report.

and Expansion Plans

the execution of our agreement with Ergon, our business model has been established and we now operate with a singular focus on sustainable

infrastructure technologies.

Once we scale our North American operations, we intend to turn our focus to Malaysia, where we have had

our BioFraction facility in Borneo since 2021.

This facility is set to become fully operational once production and expansion in Malaysia

is ready to begin.

BioFraction refers to the biological fractionalization of waste through pyrolysis, a thermal decomposition process

in an oxygen-free environment that converts organic waste into valuable outputs including biochar, biofuel, bio-syngas, and wood vinegar.

At this BioFraction facility, we plan to convert palm oil waste into biochar and other renewable byproducts.

The BioFraction facility

was strategically set to dormant status in recent years in order to prioritize our U.S.-based proof of concept test track in partnership

with NCAT, though we have continued regular maintenance and test production runs to preserve its operational capability.

With that milestone

now complete and with the Ergon License secured, we are now focused on scaling our North American operations.

Once we turn our focus

to Southeast Asia, we intend to restart and increase the operation of our BioFraction facility.

plan to target major Malaysian highway operators who are interested Net Zero solutions.

We intend to require any potential licensing

of our solutions in Malaysia to also require exclusive sourcing of biochar from our subsidiary, Verde Resources (Malaysia) Sdn Bhd, which

operates our BioFraction facility.

This will help draw down existing inventory and ramp up production.

We also plan to explore the licensing

of our BioFraction intellectual property and know-how to qualified palm oil waste processors in Malaysia to produce designer grade biochar

compatible with our biochar asphalt mixed designs, potentially generating additional revenue through carbon credit royalties, product

resale margins, and licensing fees.

Industry and Market Opportunity

operate at the convergence of two rapidly evolving sectors:

sustainable building materials (which accounts for approximately 37% of annual

global emissions according to an article entitled “The Building Sector is Key to the Fight Against Climate Change”, by Gim

Huay Neo and Yvonne Zhou, dated June 25, 2024, and published by Caixin Global ), with a particular focus on road construction technologies,

and the carbon removal industry, where our innovations enable both the reduction and removal of atmospheric carbon emissions.

our principal missions is to bridge these sectors by delivering high-performance, low-carbon infrastructure solutions that drive both

environmental impact and economic value, creating a scalable pathway for the infrastructure sector to actively contribute to global sustainability

Materials Industry

global road construction market was valued at $572.9 billion in 2023, according to Market Research Future’s Road Maintenance

Market Report (January 2025) .

In 2024, the North American market reached $188.0 billion, as reported by IBISWorld .

Analytica projects continued growth through 2032, driven by rising infrastructure investment, increased public funding, and the growing

shift toward sustainable construction materials.

around the world are increasing infrastructure spending to promote road modernization, enhance durability, and reduce emissions.

United States, Canada, and the European Union, various initiatives are advancing low-carbon construction practices and encouraging the

use of more sustainable materials in road projects.

the industry accelerates the adoption of cost-effective, low-emission alternatives to traditional asphalt, we believe Verde is well positioned

to contribute to and benefit from this global transition.

Carbon Market and Carbon Credits

define the “global carbon market” as the global market for carbon offsetting or carbon trading.

Carbon offsetting is a system

designed to reduce global greenhouse gas emissions by allowing countries, companies, or individuals to compensate for their own emissions

by purchasing “credits” from projects that reduce or remove greenhouse gasses from the atmosphere.

To generate these “credits”,

which are often referred to as “carbon credits” or “carbon removal credits”, a carbon offsetting project must

be certified by either a governmental authority or independent certification body, such as Puro.earth.

The governmental authority or

certification body reviews the carbon offsetting project, tests the project to verify it has demonstrated emissions reductions, and,

once the project is approved, issues the carbon credits to the developer.

landmark report entitled “Unlocking the Potential of Carbon Dioxide Removal,” dated June 27, 2024, by James Davis and Paddy

Mortimer of consulting firm Oliver Wyman, and co-authored by the City of London Corporation, and the UK Carbon Markets Forum, states

that the global market for carbon dioxide removal credits could surge from roughly $2.7 billion in 2023 to as much as $100 billion per

year by 2030–35, if key obstacles are resolved, including clarity on credit standards, stronger corporate guidance, and robust

policy frameworks.

An article entitled “The New Renewable Revolution:

Why carbon dioxide Removal Will Transform the Carbon Market”

dated April 10, 2025, by Shou-Hwei Michelle You and published by the World Economic Forum, notes a pivot in the global carbon market

lessoning reliance on avoided-emission credits.

As a result, the market fell from $1.87 billion in 2023 to $0.72 billion in 2024, but

carbon dioxide removal (CDR) is emerging as the linchpin for future growth.

Major firms are beginning to step into the carbon market

For instance, Microsoft recently purchased about 3.5 million carbon credits, with each credit typically representing one metric

ton of carbon dioxide, to offset emissions tied to its rapidly expanding artificial intelligence operations, a signal that heavy tech

investment could become a major catalyst.

believe a significant opportunity lies in our ability to generate certified carbon removal credits through the production of biochar-infused

asphalt, a process which has been independently validated through successful trials at the NCAT Test Track.

With the United States consuming

approximately 400 million tons of asphalt annually according to an article entitled “The Advancement of Asphalt Pavements Over

the Last 50 Years”¸ by Drs.

Jon Epps, Ph.

D., P.E., and Dave Johnson, P.E., dated August 1, 2021, and published in Asphalt

Magazine , the potential for credit generation is substantial.

available U.S.

biochar supply can support the production of only about 4 million tons of finished asphalt according to our internal estimates

developed in consultation with our domestic biochar suppliers.

However, according to a report by the U.S.

Department of Energy from March

2024 entitled “2023 Billion-Ton Report:

An Assessment of U.S.

Renewable Carbon Resources”, the United States produces over

600 million tons of biogenic waste each year, which is enough to yield up to 100 million tons of biochar and enable the production of

more than 2 billion tons of carbon-sequestering asphalt.

This represents what we believe to be a transformative opportunity to scale

both infrastructure decarbonization and carbon credit generation nationwide.

infrastructure stakeholders increasingly seek cost-effective, climate-aligned solutions, we offer a rare combination of affordability,

performance, and verified climate impact.

Each ton of biochar-asphalt produced enables the generation of additional carbon removal credits,

unlocking what we expect will be a scalable, high-margin, and recurring revenue stream alongside traditional infrastructure income.

Puro.earth certification and early credit purchases by a major financial institution following our proof-of-concept success, we are positioned

at the forefront of engineered carbon removal.

As our operations scale, we believe our model offers a clear path to monetizing decarbonization,

helping governments and corporations meet climate targets while maximizing impact for each dollar spent.

building materials industry is highly fragmented, comprising both large publicly traded corporations and a wide range of privately held

firms, and subject to significant competition.

Historically, many of these companies have relied on conventional road materials and methods,

such as hot mix asphalt, with limited innovation.

However, there is a growing shift across the sector, as companies increasingly invest

in research and development to meet the rising demand for sustainable and environmentally friendly solutions such as ours.

this momentum, the adoption of new technologies remains challenging due to entrenched industry practices, complex regulatory frameworks,

and performance expectations tied to long-established standards.

While many competitors are significantly larger and better capitalized,

we believe our products are positioned to lead in this transition.

Further, our strategic collaboration with Ergon, a large and established

player in the road materials industry, is expected to help us manage competitive pressures.

proprietary technologies, particularly in the road construction sector, enable the integration of carbon-sequestering materials like

biochar directly into asphalt and other mix designs.

These solutions are not only difficult to replicate but are also backed by real-world

validation and the ability to generate carbon removal credits.

This positions us at the intersection of two urgent global needs:

decarbonizing

infrastructure and delivering high-performance, cost-effective alternatives to legacy materials.

“Competition” below for further information on competitive challenges we face.

Growth Strategies

growth strategy is focused on forming strategic relationships with organizations like Ergon that already possess established infrastructure

critical to large-scale deployment.

This includes companies with existing asphalt mixing facilities, supply chains for raw materials,

distribution networks, and sales agreements with end-users such as state departments of transportation, municipalities, and contractors.

than building these capabilities from scratch, we license our proprietary technologies to these organizations alongside our fully integrated

Net Zero infrastructure blueprint.

Our model allows our commercial collaborators to easily incorporate carbon-negative technologies,

such as our BioAsphalt™, into their current operations.

We believe this significantly reduces the barrier to adoption while accelerating

market penetration.

By leveraging their physical assets, regulatory relationships, and customer base, and combining them with our innovation

and carbon credit-generating solutions, we can create a mutually beneficial path to scale faster, smarter, and with greater environmental

initial focus over the next few years is to demonstrate and validate this model across the U.S., Canada and Mexico through our strategic

relationship with Ergon.

We believe this approach will facilitate rapid adoption among our target customers, who operate within a traditionally

conservative and highly regulated industry.

Following successful validation in the U.S., we plan to scale our North American operations

and subsequently expand licensing opportunities to Southeast Asia, where we already maintain an established presence.

Our initial emphasis

will be on Malaysia and Singapore, supported by our existing BioFraction facility in Borneo, which is capable of supplying up to 6,000

tons of biochar annually to serve local infrastructure projects and advance regional decarbonization initiatives.

and Availability of Raw Materials

we do not directly produce our cold mix biochar asphalt surface course material, the key ingredients in its production are Verde V24

and biochar, a carbon-rich by-product used in our mix designs.

We purchase our supple of Verde V24 from C-Twelve under the terms of the

C-Twelve Agreement (as discussed below) and we have entered into a memorandum of understanding, and are currently in the process of negotiating

a definitive agreement, with Oregon Biochar Solutions and its affiliated facilities to secure a reliable supply of biochar in the United

States through its facilities that are capable of producing our designer-grade biochar tailored to our specifications for use in the

testing of our products and for downstream use by licensees of our solutions.

Oregon Biochar Solutions is a related party as Karl Strahl,

the Chief Operating Officer of Oregon Biochar Solutions, is also a member of our board of directors.

are in discussions with existing facilities to establish supplies of biochar in Canada and Mexico.

In Southeast Asia, our BioFraction

facility in Borneo is expected to produce up to 6,000 tons of biochar annually to our required specifications, and we anticipate utilizing

this facility as our primary regional supply source.

proposed licensing structure for the BioAsphalt™ product in Asia would require licensees to procure biochar exclusively from Verde

Resources (Malaysia) Sdn.

Bhd, facilitating the depletion of existing inventory at the Sabah facility and the resumption of localized

production to meet market demand.

We plan to refine its BioFraction technology to produce designer-blend biochar for our proprietary

asphalt formulations and to separately license the BioFraction technology to qualified palm-oil waste processors across Southeast Asia.

These processors would convert palm waste into specialized biochar suitable for our applications while generating certified carbon removal

We expect to derive revenue from technology licensing fees, carbon credit royalties, and resale margins from biochar supplied

to its asphalt partners.

This asset-light model enables scalable growth of our biochar supply chain with minimal capital expenditure,

supporting our mission to advance the adoption of carbon-sequestering infrastructure solutions across the Asia-Pacific region.

Network and Marketing

we operate primarily under a licensing model, we do not directly distribute or market the final road construction products ourselves.

Instead, we leverage the existing distribution channels and customer networks of our licensees to commercialize our technologies efficiently

and cost-effectively.

addition to our licensing activities, we intend to market and distribute two proprietary products directly:

our designer blend biochar

and Verde V24, our proprietary emulsifying agent.

The designer blend biochar is a critical input in the production of the cold mix biochar

asphalt, providing the consistency, quality, and performance characteristics required to ensure the durability and carbon credit eligibility

of the end product.

Similarly, Verde V24 serves as a key chemical component used to formulate the specialized emulsion that enables a

strong bond between biochar and aggregate.

our current commercialization strategy, Ergon will serve as our exclusive licensee and distributor of Verde V24 and the associated specialized

emulsion throughout the United States, Canada, and Mexico.

We believe that partnering with Ergon, one of the world’s leading producers

and marketers of liquid asphalt and emulsions, provides extensive market reach, promotes standardized product performance, and maintains

consistent quality control across all licensed production facilities.

core customer base consists of businesses involved in road construction and infrastructure development, as well as governmental entities.

Under our licensing-based model, we provide proprietary technology and product formulations to commercial partners like Ergon that can

manufacture, distribute, and deploy our carbon-integrated solutions at scale.

discussed above, we recently entered into the Ergon License, which provides Ergon an exclusive license to produce, manufacture, distribute,

and sell products containing our Verde V24 emulsifying agent in the United States, Mexico and Canada.

As such, almost all of our current

business is reliant upon our strategic relationship with Ergon and our direct customers in the United States will be Ergon and asphalt

mixing plants serviced by Ergon, which will use our cold mix biochar asphalt formulations and technologies to manufacture next-generation

road construction materials.

These plants have the infrastructure to produce, blend, and distribute materials in accordance with DOT

specifications, making them what we believe to be the ideal channel for product deployment at scale.

we do not directly engage with other customers in the United States under our exclusive licensing arrangement with Ergon, we anticipate

that Ergon will serve a wide range of downstream market segments that are key adopters of sustainable road materials, including:

Departments of Transportation (DOTs), Local Municipalities, and U.S.

Federal Agencies

are among the largest purchasers of asphalt materials, responsible for the construction and maintenance of public highways.

As they implement

carbon accounting frameworks and pursue emissions reduction mandates, our carbon-negative technologies offer a compelling, policy-aligned

Municipalities

manage local roads, subdivisions, and emergency repairs.

Our cold mix asphalt, which requires no heating and minimal equipment, is ideal

for off-season maintenance and budget-sensitive repairs, enabling year-round infrastructure improvements with reduced logistical complexity.

agencies, including the Department of Defense and the Department of Transportation, are under increasing pressure to source sustainable

and low-emission materials.

Our technologies meet both environmental goals and practical needs, such as performance in cold or remote

conditions and reduced emissions during installation.

Sector Contractors & Developers

and developers are seeking to enhance their “Environmental, Social, and Governance” (known as ESG) credentials and qualify

for green financing or tax incentives.

By integrating our solutions, they can offer carbon-negative infrastructure without disrupting

existing construction workflows, meeting market demand while advancing sustainability objectives.

construction materials industry is dominated by large, established public and private companies that compete primarily on cost, scale,

logistics, and supply chain efficiency.

These incumbents often have extensive production capacity, longstanding customer relationships,

and significant influence over industry standards.

Many are substantially better capitalized than we are and have decades of experience

in the construction space.

While historically slow to innovate, many of these companies are now investing in sustainable product development

to meet regulatory pressure and market demand for greener infrastructure.

parallel, the carbon removal and offset sector represents a fast-growing and increasingly competitive space.

It includes a mix of climate-tech

startups, project developers, environmental consultancies, and digital platforms focused on digital measurement, reporting, verification

(“dMRV”), and carbon removal credit issuance.

These entities operate across various methodologies ranging from nature-based

solutions like reforestation and regenerative agriculture to engineered approaches, such as direct air capture and biochar-based removal.

we believe differentiates us is our ability to embed carbon removal directly into essential infrastructure products like roads, and generate

verified carbon removal credits from every mile paved.

Unlike firms focused solely on offset trading or dMRV, we deliver physical carbon

drawdown through material innovation, creating a defensible position at the intersection of two massive and converging industries:

this time, we do not face direct competition in the development and commercialization of carbon-sequestering asphalt.

We are the first

to establish a fully validated and licensable Net Zero Blueprint for asphalt, a model that enables the production of cold-applied, biochar-infused

asphalt while generating certified carbon removal credits.

This blueprint was proven through successful trials at the NCAT Test Track

and has been certified by Puro.earth, the leading global standard for engineered carbon removal.

It is already commercially validated

through early credit purchases by a major financial institution and as evidenced by our entry into the Ergon License.

than competing with existing hot mix asphalt producers, our model presents a paradigm shift, offering existing producers a new revenue-generating

By licensing our blueprint, traditional producers can transition to cold-based biochar asphalt without overhauling their

existing equipment or vendor relationships.

This not only eliminates the need for energy-intensive burners and dramatically reduces GHG

emissions, but also allows for year-round operations, including in winter, potentially increasing both positive environmental impact

and profitability.

other companies in the infrastructure or sustainability space may have more resources or legacy experience in producing green materials,

no other company to date has combined asphalt production with certified carbon credit generation.

We believe our ability to monetize

decarbonization through a scalable, licensable model places us at the forefront of engineered carbon removal and gives us a significant

first-mover advantage.

Competitive Advantages

the competitive nature of our industry and the relatively small size of our company, we believe we have certain competitive advantages,

and we believe we will be able to capture a good market share through the following:

Licensing Model :

We plan to implement a global licensing model that will enable building materials companies to integrate our

proprietary technologies into their existing operations.

We believe this capital-light approach allows us to scale quickly without

the costs of manufacturing or installation.

By partnering with companies that already have infrastructure and market access, we accelerate

adoption, expand our impact, and enable the local generation of carbon-negative materials and credits.

Freed from production, we

can focus on innovation, while our partners focus on regulatory alignment and customer fit in their respective markets.

Next-Generation

Road Technologies :

Our products have been tested and shown to be more durable, cost-effective, and environmentally friendly than

traditional hot mix asphalt for surface courses and cement- or lime-based methods for soil stabilization.

Our products can help contractors and infrastructure companies reduce their Scope 1 emissions (direct GHG emissions),

Scope 2 emissions (indirect GHG emissions from the generation of energy that an organization consumes), and Scope 3 emissions (indirect

GHG emissions that occur throughout an organization’s value chain as a result of its activities), enabling a path toward net-zero

Compared to traditional hot-mix asphalt products, our cold-mix biochar asphalt produces fewer emissions, including by

eliminating high-temperature processing and requiring less electricity during manufacturing, being fully recyclable, and taking advantage

of local and low-carbon sourcing of raw material inputs.

Credit Generation:

Unlike traditional materials, our solutions enable the creation of verified carbon removal credits, opening

new revenue streams for our company, our commercial partners and their customers while helping them meet ESG and Net Zero goals.

We combine proprietary building material technologies with carbon credit generation, offering both product and environmental

Carbon Removal :

Our use of biochar enables the generation of third-party certified carbon removal credits, backed by measurable

Through licensing agreements and local commercial collaborations, we believe we can scale efficiently without heavy

capital investment.

and ESG Alignment :

Our solution aligns with global Net Zero targets, Scope 1,2, and 3 emissions reductions, and climate-resilient

procurement policies.

Positioning :

We believe we are among the first to successfully commercialize asphalt-integrated biochar with verified carbon

credits in the United States.

this market is highly competitive, we believe in our competitive advantages.

We are focusing on the following strategies to further expand

our horizons and fuel further growth:

Now that we have entered into the Ergon License which covers the United States, Canada, and Mexico, we plan to foster

similar strategic relationships with national and regional infrastructure companies globally to license our asphalt formulations

and biochar technologies.

Supply Network :

Expand a decentralized supply chain of biochar processors through IP licensing and offtake agreements.

Credit Monetization :

Scale the generation and sale of carbon removal credits through verified methodologies and corporate buyers.

Grow our presence across North America and Southeast Asia by leveraging early success and demand from infrastructure

cold mix asphalt can be produced year-round and is well-suited for stockpiling, allowing for placement in virtually any season, including

in colder climates where traditional hot mix asphalt cannot be applied.

While seasonality may influence construction activity timing,

particularly in winter-prone regions, it does not impact the production, storage, or licensing of our technologies.

a result, our business operations are not materially affected by seasonality.

We maintain the ability to license, supply, and support

deployment year-round, ensuring consistent commercial activity and project readiness regardless of climate.

currently maintain rights to the key technologies we use.

Verde V24, which is used in our cold mix biochar asphalt mix design, the TerraZyme

enzyme, and the catalytic BioFraction process, are all held as trade secrets.

our Joint Development Agreement with C-Twelve, filed as Exhibit 10.2 to this Annual Report, and the related addendum, filed as Exhibit

10.3 to this Annual Report (collectively, the “C-Twelve Agreement”), we hold an exclusive license in the United States, Canada

and Mexico to produce and sell end-product asphalt surface course materials containing Verde V24 and have the option to sub-license use

of Verde V24 to produce end-product asphalt surface course materials.

Pursuant to the C-Twelve Agreement, we are required to pay C-Twelve

a $1 million exclusive licensing fee and concurrently provide C-Twelve a $2 million loan (the “C-Twelve Loan”).

We are required

to fund the C-Twelve Loan and the $1 million licensing fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in

part to enhance its Verde V24 manufacturing capability) within thirty (30) days of closing of a transaction in which our Common Stock

becomes listed on a U.S.

national exchange, provided that if such funding is not achieved by July 31, 2026, C-Twelve shall have the right,

on ten (10) business days’ notice, to hold us in breach of the Joint Development Agreement.

The C-Twelve Agreement also provides

for a potential conditional fee payment to C-Twelve in 2027 based on agreed to minimum amounts of liters of Verde V24 which we may purchase

from C-Twelve.

currently have access to the TerraZyme enzyme through a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc.

We entered into the MOU with NPI to formalize our collaboration on the NCAT test track project discussed above and

to explore possible subsequent business opportunities arising from the successful completion of the NCAT testing, including a possible

license for TerraZyme.

The NPI MOU is effective until December 31, 2026, or until earlier replacement by a definitive agreement.

currently in negotiations with NPI for a definitive agreement that would contain an exclusive worldwide license to our company for TerraZyme.

subsidiary, Bio Resources Limited (“BRL”) is the proprietor of a technical process known as the “Catalytic Biofraction

Process” (the “Biofraction Process”) and an exclusive license is assigned to our other subsidiary, Verde Resources

(Malaysia) Sdn Bhd (“Verde Malaysia”), for the application of the Biofraction Process in our facilities in Borneo.

The Biofraction

Process is a slow pyrolysis process using a proprietary catalyst to depolymerize palm biomass wastes (empty fruit bunches or palm kernel

shells) in temperature range of 350 degrees Celsius to 500 degrees Celsius to yield commercially valuable bio products:

bio-oil, wood

vinegar (pyroligneous acid), biochar and bio-syngas.

The intellectual property is a second-generation pyrolysis process where non-food

feedstock like palm biomass wastes is used as feedstock.

hold no issued patents at this time.

However, we have filed a provisional patent in the United States covering our complete cold mix

asphalt design and system, including Verde V24, which is central to its performance.

Under the terms of the C-Twelve Agreement, we have

agreed not to prosecute the U.S.

provisional patent for Verde V24 and ensure that it is voluntarily withdrawn within 30 days of C-Twelve

lodging a U.S.

patent application.

Additionally, C-Twelve has agreed that any patent application filed in the U.S.

claiming priority

from its Australian provisional patent application will be filed jointly in the name of C-Twelve and us, and that we have a 50% interest

and right of title for the U.S.

patent application for Verde V24.

continue to see trade secret protections as essential to maintain the secrecy of the proprietary formulations we use and we believe trade

secret protections reduce the risk of reverse engineering our technologies.

However, we also believe there is significant value to be

gained from seeking patent protection of our larger systems that integrate our trade secret technologies, including the ability to enforce

such patents against any parties who may infringe upon them.

As we grow, our plan is to invest more in registered patent protection to

the extent we feel such protection is superior to trade secret protection, which has the benefit of maintaining the privacy of critical

aspects of our technology.

our proprietary rights to our key technologies are currently in the form of trade secrets, which we seek to protect by entering into

non-disclosure and confidentiality agreements with parties who have access to such technologies, and not protected by patents or other

more secured means, we face significant risks related to our limited ability to enforce confidentiality or enforce a claim that a party

illegally disclosed or misappropriated any trade secrets, as further discussed under “ Risk Factors – If we are unable

to protect the confidentiality of our trade secrets, our business and competitive position would be harmed .”

Approvals and Regulation

our business will be centered around a licensing model and we do not currently produce or manufacture any products, we are not currently

aware of any laws or governmental regulations that materially influence our business.

We will work in collaboration with our licensees

who will be manufacturing, distributing, and installing our technologies, as they engage with state and federal agencies to assist with

their achieving full compliance with all applicable regulations, including:

material standards and testing protocols;

credit methodologies approved by recognized certification bodies

Environmental

our licensing model, manufacturing is carried out by our licensees, who are responsible for complying with all applicable environmental

laws and regulations in their respective jurisdictions.

We work closely with them to ensure adherence to best practices and sustainability

standards throughout the production process.

Currently we do not experience any material effects from or incur costs related to compliance

with environmental regulations.

believe our insurance coverage is consistent with the customary practices of companies of comparable size and stage of development and

is adequate to support our ongoing operations and planned growth initiatives.

We have additionally evaluated the cost, availability,

and practicality of obtaining business interruption insurance and determined that, given our transition to an asset-light, licensing-based

business model, such coverage is not commercially feasible at this time.

As a result, we do not maintain business interruption insurance

operations or our overseas facility in Borneo.

Consequently, we may be exposed to unrecoverable losses in the event of a

disruption to our operations, as further discussed under “ Risk Factors – Risks Related to Our Business – We do not

carry business interruption insurance and could incur unrecoverable losses if our business is interrupted .”

and Human Capital

of October 22, 2025, we had the following employees and consultants:

Senior Management

2 unchanged sentences

Administration / Finance / HR

30 and 8 of our employees are located in Malaysia and the United States, respectively.

None of our employees are members of a trade union.

We believe that we maintain good relationships with our employees and have not experienced any strikes or shutdowns and have not been involved in any material labor disputes.

We are required to contribute to the Employees Provident Fund (EPF) under a defined contribution pension plan for all eligible employees in Malaysia between the ages of eighteen and seventy.

We are required to contribute a specified percentage of the participant’s income based on their ages and wage level.

The participants are entitled to all of our contributions together with accrued returns regardless of their length of service with the Company.

The EPF is a social security institution formed according to the Laws of Malaysia, Employees Provident Fund Act 1991 (Act 452) which provides retirement benefits for members through management of their savings in an efficient and reliable manner.

The EPF also provides a convenient framework for employers to meet their statutory and moral obligations to their employees.

We intend to hire more staff to assist in the development and execution of our business operations.

Government and Industry Regulations

We are subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals and taxation.

Many of the regulations require permits or licenses to be obtained and the filing of certain notices, the absence of which or inability to obtain will adversely affect the ability for us to conduct our exploration, development and operation activities.

The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.

Malaysia has not yet enacted regulations specifically for pyrolysis systems.

The Company using a pyrolysis system will operate in designated industrial zones and maintain valid operating and trading licenses that may include Environmental Impact Assessments, and inspections by Malaysian government agencies for health & safety such as Bomba.

Insurance companies in Malaysia offer limited business insurance products.

While business interruption insurance is available to a limited extent in Malaysia, we have determined that the risks of interruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance.

As a result, we could face liability from the interruption of our business as summarized under “Risk Factors - Risks Related to Our Business - We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.

Corporate Information

Our corporate and executive office is located at 2 Cityplace Drive, Suite 200, St.

Louis, Missouri 63141, telephone number (323) 538 5799.

Reports to Security Holders

The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549.

The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The Company files its reports electronically with the SEC.

The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding New Media and filed with the SEC at http://www.sec.gov.

Near-term Requirements For Additional Capital

We believe that we will require approximately $2 million over the next 18 months to implement our business plan.

For the immediate future, we intend to finance our business expansion efforts through loans and investments from existing shareholders, financial institutions and investors.

Independent Consultants

have a total of 20 employees and representatives, including five independent consultants.

Of these, eleven are based in the United States,

including our five consultants.

The remaining nine individuals are based in Malaysia, where they support local operations under the oversight

of U.S.-based senior management.

of our employees are members of a trade union.

We believe we maintain strong relationships with our team and, to date, have not experienced

any strikes, work stoppages, or material labor disputes.

We intend to hire more staff to assist in the development and execution of our

business operations.

History and Structure

Resources, Inc.

was incorporated on April 22, 2010, in the State of Nevada.

We currently have four wholly owned subsidiaries, one majority-owned

subsidiary, and three wholly owned indirect subsidiaries, with Verde Renewables, Inc.

acting as our primary operating company.

following diagram illustrates our current corporate structure:

following paragraphs discuss our reclassifications, mergers, consolidations, and non-ordinary course purchases and sales of significant

assets throughout our corporate history.

of Verde Resources Asia Pacific Limited

October 25, 2013, we entered into an Assignment Agreement for the Assignment of Management Right in Merapoh Gold Mines in Malaysia (the

“Assignment Agreement”) with Federal Mining Resources Limited (“FMR”), a company incorporated under the laws

of the British Virgin Islands.

FMR owned 85% equity interest in Champmark Sdn Bhd, a private limited liability company incorporated in

CSB the Mining Contractor of the Mining Lease for Site IV-1 at the Merapoh Gold Mine (the “Mining Lease”) under

the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.

the terms of the Assignment Agreement, FMR had assigned its management rights of CSB’s mining operation in the Mining Lease to

us, through FMR’s wholly-owned subsidiary Verde Resources Asia Pacific Limited in exchange for 80,000,000 shares of our Common

Stock, which constituted 95.26% of our issued and outstanding capital stock as of and immediately after the consummation of the acquisition.

VRAP was formed on February 7, 2013, by FMR to monitor the CSB operation.

The acquisition of 100% of the issued and outstanding capital

stock of VRAP was agreed upon on October 18, 2013, and completed on October 25, 2013.

Pursuant to the Assignment Agreement, and a Supplementary

Agreement dated February 17, 2014, on further clarifications to the Assignment Agreement signed by the Company with FMR, FMR’s

100% interest in VRAP was transferred to us at a consideration of one dollar ($1.00).

April 1, 2014, the Board of Directors of VRAP notified FMR of the decision to exercise its option to purchase an 85% equity interest

of CSB pursuant to Section 3.2.4 of the Management Agreement dated July 1, 2013, between VRAP and FMR.

This acquisition was completed

on April 1, 2014, with consideration of $1, and VRAP then became an 85% shareholder of CSB.

the above transactions, VRAP became a wholly-owned subsidiary of our company and CSB, its 85% deemed indirect subsidiary.

of Biofraction Facility and Catalytic Biofraction Process

May 10, 2021, we announced the Sale and Purchase Agreement (the “S&P Agreement”) to acquire the assets of a biofraction

plant and the “right to use” intellectual property license for the Catalytic Biofraction Process in Sabah, Malaysia from

Borneo Energy Sdn Bhd, in exchange for the issuance of 166,666,667 shares of our Common Stock at a price of $0.03 per share, for an aggregate

value of $5,000,000.

135,666,667 shares and 31,000,000 shares were issued to Borneo Energy Sdn Bhd on May 10, 2021, and July 1, 2021,

respectively.

The acquisition from Borneo Energy Sdn Bhd the assets of its biofraction plant and the right to use its intellectual property

license in Sabah, Malaysia was completed on February 24, 2023.

also announced our entry into a Share Sale Agreement on May 12, 2021, for the acquisition of the entire issued and paid-up share

capital of Bio Resources Limited from various unrelated third parties, including Taipan International Limited, The Wision Project

Limited, and other individuals, in consideration for the issuance of 321,500,000 shares of our Common Stock at price of $0.03 per

share, for an aggregate value of $9,645,000, and the issuance of promissory notes with a two-year term period in an aggregate

principal amount of $20,355,000.

A total of 321,500,000 shares and the promissory notes were issued on May 12, 2021.

The principal

amount of the promissory notes was repayable by May 12, 2023, and bore a zero coupon interest.

On January 20, 2022, we reached a

mutual agreement with the lenders of the promissory notes to enter into a Supplement to Promissory Note with each lender to convert

the total principal loan amount of $20,355,000 into shares of our Common Stock, at a price per share of $0.0611, which represented

the previous ninety (90) days’ volume weighted average price (VWAP) as of the market closing of January 19, 2022, with such

shares of Common Stock to be issued at a later date under separate agreement.

The acquisition of BRL was consummated on October 12,

The shares issuable upon conversion of the promissory notes were issued on December 9, 2022.

of Debt Agreement

June 9, 2021, we entered into a Settlement of Debt Agreement (the “Debt Settlement Agreement”) with certain of our creditors,

including Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources Ltd, Federal Capital Investment Limited and Yorkshire

Capital Limited (collectively the “Creditors”) to convert a total of $1,945,096 of our accounts payable to the Creditors

into equity by issuing 64,836,533 new shares of our Common Stock at a price per share of $0.03.

As set out in the Debt Settlement Agreement,

the new issued shares for settlement of the account payable to Beijing Changxin Wanlin Technology Co., Ltd, Federal Mining Resources

Ltd and Federal Capital Investment Limited were issued to their nominee Internet.com Ltd on June 9, 2021.

Factory Expansion

June 11, 2021, VRAP entered into a Sale and Purchase of Assets Agreement (the “SPA Agreement”) to purchase a factory site

from a Malaysian company, Segama Ventures Sdn Bhd (“Segama Ventures”), in order to expand our BioFraction plant in Borneo,

Under the terms of the SPA Agreement, the acquisition would be satisfied by payment to Segama Ventures of an aggregate total

of $1,600,000 in cash, which would be paid in two instalments of $800,000 each, with one payment due upon signing the SPA Agreement,

and the second payment due within three (3) months from the date of the SPA Agreement.

A deposit of $800,000 was paid to Segama Ventures

on June 10, 2021.

On March 2, 2022, however, VRAP entered into a Cancellation of Sale and Purchase of Assets Agreement (“Cancellation

Agreement”) for the cancellation of the Sale and Purchase of Assets Agreement to purchase the factory site from Segama Ventures

that was signed on June 11, 2021.

Simultaneously,

on March 2, 2022, through VRAP, we entered into a Commercial Lease Agreement and Option to Purchase (“Lease Agreement”) for

renting the factory site from Segama Ventures for a lease term of seven (7) years (“Lease Term”) at a monthly rental of MYR

36,000 ($8,571).

The rental for the entire Lease Term amounts to the sum of MYR 3,024,000 ($720,000) (the “Lease Payment”)

which was required to be paid in advance upon commencement of the Lease Agreement together with a payment of security deposit for the

sum of MYR 336,000 ($80,000) (the “Security Payment”).

We utilized the refundable advance of $800,000 from the Cancellation

Agreement above to fund the security deposit and payment of the Lease Payment.

The Lease Agreement also provided VRAP with an exclusive

right and option to purchase the factory site together with all its right title and interest for a consideration of MYR 8,000,000 ($1,904,762)

(the “Purchase Price”) or other value as determined by a valuation report on the factory site by a Malaysian registered property

valuer at any time during the period of two years from the date of the Lease Agreement.

The Lease Payment and Security Payment would

be applied toward the Purchase Price upon VRAP exercising the option to purchase.

The option to purchase was not exercised and lapsed

on March 1, 2024.

June 18, 2021, VRAP entered into a Shares Sale Agreement with Lamax Gold Limited (“LGL”), a company incorporated under the

laws of the British Virgin Islands, in relation to acquisition of the remaining 15% of the issued and paid-up share capital of CSB.

to this acquisition, VRAP owned 85% equity in CSB.

Under the terms of the Shares Sale Agreement, the consideration for the acquisition

shall be satisfied in full by the payment of MYR 150,000 (approximately $36,130) upon the execution of the Shares Sale Agreement.

of MYR 150,000 (approximately $36,130) was paid to LGL on June 21, 2021.

With the completion of the acquisition on October 20,2021, CSB

became a wholly owned subsidiary of VRAP, and indirectly, of our company.

Incorporation

July 7, 2021, through our wholly-owned subsidiary VRAP, we entered into a Product Supply Agreement (the “Product Supply Agreement”)

with MRX Xtractors, LLC (“MRX”), an Oregon limited liability company.

MRX is a market leader in commercial extraction systems

for cannabis and hemp.

The Product Supply Agreement is a partnership between VRAP and MRX to establish a purchase and supply arrangement

that allows VRAP to distribute white-label THC-free CBD products from MRX.

To facilitate the distribution of these CBD products, on November

15, 2021, we formed a wholly owned subsidiary, Verde Life, Inc., under the laws of the State of Oregon.

We terminated our business in

the distribution of CBD products upon the expiry of the Product Supply Agreement on July 6, 2024.

Establishment

of Missouri Entities

August 10, 2021, we formed a wholly owned subsidiary, Verde Renewables, Inc., for the purpose of conducting business in Missouri (using

straw bed and wood waste to create biochar and related products).

Another entity, Verde Estates, LLC, was also formed on August 10, 2021,

to own property in Missouri.

Verde Estates, LLC is a wholly owned subsidiary of Verde Renewables, Inc.

Establishment

of Verde Malaysia

January 17, 2022, we formed a wholly owned subsidiary, Verde Resources (Malaysia) Sdn Bhd, a company incorporated under the laws of Malaysia,

for the purpose of conducting consultation services and distribution of renewable agricultural commodities.

March 23, 2022, through Verde Malaysia, we entered into a Sale of Shares Agreement (“SSA”) with The Wision Project Sdn Bhd,

a company incorporated under the laws of Malaysia, to acquire the one hundred percent (100%) of the issued and paid up ordinary shares

This transaction closed in May 2022.

Property Acquisition

April 29, 2022, VRI closed on the purchase of residential property located in Chesterfield, Missouri (the “Chesterfield Property”).

The purchase price for the Chesterfield Property was $750,000.00, paid at closing with cash on hand.

The Chesterfield Property was subsequently

sold to our Chief Executive Officer, Jack Wong, on December 10, 2024, at a purchase price of $857,500.

of Promissory Notes

December 7, 2022, we entered into a Supplementary Agreement with the seventeen holders, including our President and CEO, Jack Wong, of

the Promissory Notes discussed above related to the acquisition of BRL, to convert the total principal loan amount of $20,355,000 into

shares of our Common Stock at an agreed conversion price of $0.0611 per share on or before December 9, 2022.

On December 9, 2022, the

conversion of promissory notes was completed with the issuance of 333,142,389 shares of our Common Stock, at a price of $0.0611 per share,

to the seventeen holders, including Jack Wong.

March 13, 2023, through VRAP, we entered into a Share Sale Agreement (the “SSA Agreement”) with Jusra Mining Merapoh Sdn

Bhd (“JMM”), a company incorporated under the laws of Malaysia, to sell the entire issued and paid-up share capital of CSB,

our indirect wholly-owned subsidiary engaged in the mining business.

Under the terms of the SSA Agreement, the consideration for the

sale of CSB shall be satisfied in full by the payment of Malaysia Ringgit MYR 500,000.

The sale of CSB is part of our larger restructuring

exercise and shift in our corporate focus.

The transaction closed on April 20, 2023.

on March 13, 2023, we entered into a Settlement of Debts Agreement (the “SDA Agreement”) with CSB and a two year term period

promissory note with CSB’s creditor, a related party, Borneo Oil Corporation Sdn Bhd (the “Creditor”), to settle in

full a total of USD 675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new restricted shares

of our Common Stock at a price of $0.07 per share.

On August 16, 2024, we entered into a Supplementary Agreement to the SDA Agreement

and Promissory Note with the Creditor to convert the total accounts payable of USD 675,888 into 9,655,542 shares of our Common Stock.

A total of 9,655,542 shares of our Common Stock was issued on August 16, 2024, to Borneo Oil Berhad, the appointed nominee of the Creditor,

to settle in full the total accounts payable to the Creditor.

March 23, 2023, through Verde Malaysia, we entered into a Shares Sale Agreement (the “VATA SSA Agreement”) with Murugesu

Narasimha and Deivamalar A/P Kandiah (“Vendors”), the legal and beneficial owners of Vata VM Synergy (M) Sdn.

(“VATA”), a company incorporated under the laws of Malaysia, to acquire 60% of the issued and paid-up share capital of VATA,

a company engaged in the business of providing green technology to public and private sectors and in creating high quality compost using

agricultural waste and biomass products in Malaysia, in exchange for MYR 2,250,000 (approximately US$530,000 as of the date of this Annual

The MYR 2,250,000 purchase price was to be paid in installments, which include a first payment of MYR 100,000 upon the execution

of the VATA SSA Agreement, a second payment of MYR 150,000 within thirty (30) days from the date of fulfillment or waiver of all the

conditions set out in the SSA Agreement, and the issuance of shares of our Common Stock for the balance consideration of MYR 2,000,000

at a price per share of not more than ten percent (10%) discount from the immediate preceding five trading days VWAP from the issuance

date pursuant to the terms of the SSA Agreement.

The first payment of MYR100,000 was made, however, the SSA Agreement has since been

terminated and the deposit amount has been fully impaired on the basis of non-disclosure of material information by the Vendors.

a public company, we are required to file our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,

proxy statements on Schedule 14A and other information (including any amendments) with the Securities and Exchange Commission (the “SEC”).

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that

file electronically with the SEC.

You can find our SEC filings at the SEC’s website at www.sec.gov.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 1. Business