What changed in this filing

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Item 1. Business

2023-10-16 compared with 2022-11-04 · 156 added, 152 removed, 102 unchanged (75% of the section changed)

Verde Resources, Inc.

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

We currently operate in two lines of business:

(i) gold exploration and mining through Champmark Sdn.

Bhd., a Malaysian corporation (“CSB”);

and (ii) production and distribution of renewable commodities through Verde Resources (Malaysia) Sdn.

(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.

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

The Company conducts business operations in Pahang Malaysia through Champmark Sdn Bhd (“CSB”), a private limited liability company incorporated in Malaysia, and a 100% subsidiary Gold Billion Global Limited (“GBL”), a company incorporated under the laws of the British Virgin Islands.

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:

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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 Gold Billion Global Limited (“GBL”), 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.

GBL 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 GBL 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 GBL.

Pursuant to the Assignment Agreement For The Assignment of Management Right in Merapoh Gold Mines in Malaysia (“Assignment Agreement”) dated October 25, 2013, and a Supplementary Agreement dated February 17, 2014 on further clarifications to the Assignment Agreement signed by the Company with Federal Mining Resources Limited, a company incorporated under the laws of the British Virgin Islands (“FMR”), the 100% interest of FMR in GBL was transferred to VRDR at a consideration of $1.

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 GBL was the accounting acquirer.

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 GBL with its 85% deemed subsidiary CSB was considered the acquirer for accounting and financial reporting purposes.

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 GBL, on July 1, 2013, FMR had assigned its rights and obligations pursuant to its 85% interest in Champmark Sdn Bhd (“CSB”) to GBL.

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

GBL 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, GBL was the primary beneficiary of CSB.

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

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

On April 1, 2014, the Board of Directors of GBL notified Federal Mining Resources Limited (“FMR”) of the decision to exercise its option to purchase an 85% equity interest of Champmark Sdn Bhd (“CSB”) pursuant to Section 3.2.4 of the Management Agreement dated July 1, 2013, between GBL and FMR.

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

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 all of his positions as President and Director of the Company, with 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.

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Effective March 31, 2021, Mr.

Craven was appointed Director of the Company and the entire Board of Directors now consists of Mr.

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

Balakrishnan B S Muthu, Mr.

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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 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.

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") with Taipan International Limited, an unrelated third party, The Wision Project Limited (formerly known as “Borneo Resources Limited”), an unrelated third party, and other unrelated third party 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.

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.

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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, GBL 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.

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, GBL 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.

On June 17, 2021, we through our prospective indirect subsidiary Bio Resources Limited (“BRL”), a company incorporated under the laws of the Labuan, entered into a Shares Sale Agreement with Hermalisa Binti Mohamad Tahir (“Hermalisa”), a company incorporated under the laws of the Malaysia, to acquire the entire issued and paid-up share capital of Global Renewables.

Under the terms of the Shares Sale Agreement, the consideration for the acquisition shall be satisfied in full by the payment of Malaysia Ringgit MYR25,000 (approximately US$6,032) upon the execution of the Shares Sale Agreement.

The acquisition of Global Renewables was subject to the successful completion of the acquisition of the entire issued and paid-up share capital of BRL.

Therefore, the acquisition of Global Renewables will dependent upon the successful acquisition of BRL.

On June 18, 2021, GBL 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, GBL owned 85% equity in CSB.

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 GBL, and indirectly, of the Company.

On July 7, 2021, the Company through its wholly-owned subsidiary GBL entered into a Product Supply Agreement (the “Agreement”) with MRX Xtractors, LLC (“MRX”), a company incorporated in the state of Oregon.

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

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).

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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 “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 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 Lease Agreement, together with a security deposit of $240,000.

The 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.

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 2, 2022, the Company, through GBL, 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 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 GBL 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 GBL exercising the option to purchase.

The Option to Purchase has not been exercised to date

On March 23, 2022, we, through Verde Resources (Malaysia) Sdn Bhd, 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.

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 Resources (Malaysia) Sdn Bhd (“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.

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.

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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 “Agreement”) with BioDiverse Energies, LLC (“BDE”).

Under the 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 Agreement.

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 Agreement to its wholly owned subsidiary Verde Renewables, Inc.

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

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 “Property”).

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

The Company used cash on hand to purchase the Property.

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

(“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 property as an investment and using it for corporate housing.

On May 18, 2022, GBL, a company incorporated under the laws of the British Virgin Islands and a wholly-owned subsidiary of the Company, has changed its name to Verde Resources Asia Pacific Limited (“VRA”).

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.

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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 subsequent to the financial year end.

On October 12, 2022, we consummated the acquisition of Bio Resources Ltd (“BRL”), which owns the intellectual property known as “Catalytic Biofraction Process”, 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 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 has negotiated with Malaysia state agency PKNP on a 2-year lease for a new mining location that is about 5 km from the current Merapoh mine site.

The leasing premium has been paid but the mining lease certificate will only be issued upon clearance from the Malaysia Forest Department, which is expected in mid 2023 subject to review on COVID-19 “Movement Control Order” by the Malaysian government.

For the current Site IV-1 of the Merapoh Gold Mine, our mining operation would focus on mining other resources such as limestones.

The Company believes that there are excellent growth opportunities for its business outside Malaysia.

We periodically examine potential acquisitions of mining projects in other parts of the world.

As our business is affected by the fluctuations of gold prices, the Company may diversify its holdings by acquiring mining projects with potential for different mineral resources other than gold.

We may look to other mining companies for potential collaboration to carry out exploration and exploitation works on other mineral resources in Southeast Asia regions.

Apart from the mining industry, the Company has taken steps to look into investment opportunities in the non-mining areas that include the bioenergy industry and the food & beverage sector.

The Company is diversifying 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:

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 success of venturing into the green industry is dependent on the completion of the acquisition subject to auditing and due diligence exercise to ascertain the valuation of BRL.

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 Verde Resources to white-label THC-free CBD products from MRX Technologies.

Current Mining Property and Location

Merapoh Gold Mine (the “Mine”)

The Merapoh Gold Mine is located in northern Pahang, with convenient road access through Kelantan directly to the mine site and is about 400 kilometers away from Kuala Lumpur.

The Mine is located in the middle of Malaysia’s gold metallogenic belt.

The central gold belt is the source of the majority of the gold deposits in the peninsula.

It lies between the western and eastern tin belts and extends from Kelantan (Sungai Pergau, Sungai Galas) to Pahang (Merapoh, Kuala Lipis, Raub), Terengganu (Lubuk Mandi), Negri Sembilan and Johor (Gunung Ledang).

Site IV-1 of the Merapoh Gold Mine consists of a mining area of 400 acres with mining lease.

Location and Access:

The Merapoh Gold Mine is about 280km from Kuala Lumpur, and 50km from Kuala Lipis, the former state capital of Pahang, accessible via secondary paved highways with a new major highway under construction was completed in 2018/19.

The geological coordinates of the mine are 101 ° 58 ′ , 4 ° 35 ′.

Type of Claim:

Champmark Sdn Bhd, the subsidiary of Gold Billion Global Limited, is the Mining Contractor of the Mining Lease for Site IV-1 of the Merapoh Gold Mine under the Contract for Work with MMC Corporation Berhad, the Permit Holder of the Mining Lease.

Identifying Information of the Merapoh Gold Mine:

Mining Right:

Mining Lease No.:

Operational Mining Scheme No.:

PTG.PHG.(ML).16/015/08/23.2019

Concession Period:

From June 14, 2021 to June 13, 2023.

Regional Geology:

The Malaysia Central Gold Belt runs along the entire backbone of Peninsular Malaysia, extending further to the north.

It was formed between the Sibumasu block in the west and Manabor block in the east that runs along major mineral deposits in Thailand, Myanmar and China.

The regional gold deposits were made of Epithermal deposits that formed in a series of volcanic environment, where the tensional fractures along the subduction zone allows the intrusion of mineral rich acidic magma within deep faults.

Rock Formations and Mineralization:

Site IV-1 of the Merapoh Gold Mine covers an area of 400 acres with mineralization structure being Permian limestone dominating the South-East portion, felsic volcanic tuff in the Western portion of the area and intrusive dacite rock to the north-west of the area.

Tectonic contact within the sheer zone of creates epithermal mineralization, forming a mineral rich vein along the contact zone.

The mineralized zone is made of highly altered tuffacaous rock with abundant pyrite dissemination and a moderately spaced quartz vein.

Work Completed and Present Condition:

Lode gold exploration on Site IV-1 of Merapoh Gold Mine has commenced since 2011 and still in progress with both in-house drilling team and third party drilling services running in parallel to expedite data collection to generate a comprehensive JORC compliant gold reserve report.

There was no gold ore extraction since 2019 and the company has been engaged on the sales of wash sand extracted from Site IV-1 of Merapoh Gold Mine to customers in Malaysia from January 2021 to September 2021.

Equipment, Infrastructure and Other Facilities of the Merapoh Gold Mine:

These are basic production plants and the processing method employed five high powered manual water guns, angled water buffering control and 5-lane carpeted sluice with lateral barriers.

The processing capacity is between 40 - 45 tons per hour.

This is a modified production plant and the processing method employed four high powered manual water guns, tapered rotating screen scrubber, angled water flow buffering and 3-lane carpeted sluice with lateral barriers.

The processing capacity is between 30 - 35 tons per hour.

This is a non-self-propelled mobile production plant and the processing method employed fixed spray guns, 6m x 2m rotating screen scrubber, 6-lane carpeted sluice with lateral barriers and conveyer belt pebble dispenser.

The processing capacity is between 25 - 30 tons per hour.

This is a self-propelled mobile plant with concentrator and the processing method employed fixed spray guns, 4m x 3m rotating screen scrubber, fixed screen, conveyer belt pebble dispenser and triple concentrator processor.

The processing capacity is between 15 - 20 tons per hour.

Description of Processing Facilities:

Process for removing ore concentrates from the ore body

The ore body is transported to the treatment plants in vehicles capable of hauling huge, heavy loads.

The ore body is separated into Ore Type 1 Stockpile and Ore Type 2 Stockpile.

The monitor washes finer gold bearing material off larger rocks which is screened on an inclined coarse wire screen.

An excavator is used to turn over the rocks so wash is removed from all sides of the coarse material.

A monitor pushes the rock down the inclined coarse screen where the course is removed and stockpiled at the bottom.

Finer material passes through the mesh screen into the sluice system and runs over the sluice.

The carpets are removed and taken to refining facility for gold recovery.

A suction pipe recovers water of the fine tailings pond for use in the system.

Refining of the concentrate

The carpets holding concentrate from the sluice are brought to a shed in the camp site where the gold is refined.

The first stage of the refining is to wash the gold containing concentrate into large bins.

This is pumped to a jig and shaking table.

Nuggets are handpicked from the coarse fraction and the fine fraction is amalgamated to remove the gold.

After distillation, gold from the amalgam and the coarse are melted with flux and the gold is poured into small bars.

Current State of Exploration:

As of the date of this report, the Merapoh Gold Mine property is without known reserves.

The Merapoh Gold Mine commenced exploratory operation in alluvia mining and achieved its first gold pour in July 2011.

Through the years of operation, the Company has performed ongoing exercises to improve upon the matching of processing method with the types of ore in order to optimize cost to recovery ratio.

In July 2013, production was outsourced to a reputable subcontractor, and developed a resource management system to match ore against processes to achieve the most cost efficient and highest recovery production procedure.

There was no gold ore extraction of the Merapoh Gold Mine and no gold concentrate sold for the twelve months ended June 30, 2022.

We have generated other income from the sales of wash sand to customers in Malaysia.

Our revenues have been derived from gold production from the Merapoh Gold Mine, but currently there is no production from that mine and we are not certain there will be production in the future.

We have generated other revenues through seeking new customers of wash sand sales during January to September 2021.

Management continues to search for mining opportunities to generate revenues in the future.

Subcontractors

In an effort to enhance the efficiency of mine operations at the Merapoh Gold Mine, Champmark Sdn Bhd (“CSB”) entered into an Operation Term Sheet (“OTS”) agreement in July 2013 to outsource the exploitation works of alluvial gold resources at Site IV-1 of the Merapoh Gold Mine to a subcontractor Borneo Oil & Gas Corporation Sdn Bhd (“BOG”).

Throughout the financial years 2022 and 2021, BOG was a related party via its holding company Borneo Oil Berhad, a substantial shareholder of the Company.

BOG has the experience and local knowledge in managing the exploitation of alluvial gold at the Merapoh Gold Mine.

The Company currently intends to continue to outsource the exploitation of alluvial gold at our mine site to BOG and will provide necessary disclosure when any significant agreements have been made with the sub-contractor in the future.

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:

13 unchanged sentences

Government and Industry Regulations

The exploration and development of a mining prospect in Malaysia is subject to regulation by a number of governmental authorities.

The regulations address many environmental issues relating to air, soil and water contamination and apply to many mining related activities including exploration, mine construction, mineral and ore extraction, ore milling, water use, waste disposal and use of toxic substances.

The Mineral Development Act of 1994 (“MDA”) defines the powers of the Federal Government on matters pertaining to the inspection and regulation of mineral exploration, mining and other related issues.

The legislation is enforced by the Department of Minerals and Geosciences of Malaysia.

The State Mineral Enactment (“SME”) provides that each State has its own legislation to govern mining activities within its jurisdiction.

The State Mineral Enactment provides the States with the powers and rights to issue mineral prospecting and exploration licenses and mining leases and other related matters.

Continental Shelf Act of 1966 is an Act relating to continental shelf of Malaysia, the exploration thereof and the exploitation of its natural resources.

Application of license for mining activities on getting sand from sea-bed is regulated under this Act.

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

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.

17 unchanged sentences

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

Item 1. Business