Verde AgriTech Secures Up to $4.5 Million Through Brokered LIFE Financing

Verde AgriTech Ltd., a Brazil-focused specialty fertilizer and rare earth development company, announced that it has entered into a brokered private placement financing offering that could raise up to $4,500,000 in gross proceeds. The company will issue up to 3,750,000 units (“Units”), each priced at $1.20. This financing is being arranged and managed on a “best efforts” basis by A.G.P. Canada Investments ULC, serving as lead agent and sole bookrunner for the offering.

Details of the Offering

The brokered private placement offering consists of Units, with each Unit made up of one ordinary share of the company (“Share”) and one Share purchase warrant (“Warrant”). Each Warrant entitles the holder to acquire one additional ordinary share (“Warrant Share”) at an exercise price of $1.65 per share, valid for a 30-month period following the closing of the offering.

Exemptions and Distribution Jurisdictions

The Units are being offered under a listed issuer financing exemption provided under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, allowing certain exemptions in the Canadian selling jurisdictions including Alberta, British Columbia and Ontario. Under these exemptions, the securities issued to investors resident in these provinces will not be subject to a mandatory hold period under applicable Canadian securities laws.

Additionally, Verde AgriTech may issue the Units in the United States and offshore jurisdictions under applicable exemptions from registration requirements, including exemptions under Regulation D of the U.S. Securities Act of 1933, as amended.

Agent Compensation and Warrants

As compensation for its services in arranging the offering, the agent will receive a cash commission equivalent to 6 % of the gross proceeds from the sale of Units. In addition, the company will issue non-transferable warrants (“Broker Warrants”) to the agent, representing 3 % of the total number of Units sold in the financing. Each Broker Warrant will allow the holder to purchase one share at an exercise price of $1.65 for up to 30 months after the closing date.

Use of Proceeds

Verde AgriTech intends to use the net proceeds from the LIFE financing to accelerate development activities at its Minas Americas Global Alliance rare earth project located in Minas Gerais, Brazil. Key planned uses include:

• Resource definition drilling to better define the mineral resource;
• Metallurgical optimization work to refine processing and extraction methods;
• Technical de-risking activities aimed at improving confidence levels ahead of a maiden National Instrument 43-101 mineral resource estimate;
• Advancing scoping level economic studies to support future project development; and
• General corporate and working capital purposes.

Expected Closing and Conditions

The closing of the offering is expected to occur on or about March 12, 2026, or another date mutually acceptable to the company and the agent within 45 days of the press release date. The completion remains subject to customary closing conditions, including the receipt of all necessary approvals, such as the approval of the Toronto Stock Exchange (TSX).

Important Investor Information

An offering document containing full details of the brokered financing will be filed under Verde AgriTech’s profile on SEDAR+ and will also be available on the company’s investor relations website. Prospective investors are encouraged to review this document before making any investment decisions.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States. The securities referenced have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemptions.

About Verde AgriTech Ltd.

Verde AgriTech Ltd. is a publicly traded company focused on specialty fertilizers and the advancement of rare earth mineral projects in Brazil. Listed on the Toronto Stock Exchange under the symbol “NPK” and on the OTCQX under “VNPKF,” the company leverages its operational expertise and local knowledge to drive exploration and development programs, including at the Minas Americas site.

Forward-Looking Statements

This press release contains statements that may be considered “forward-looking” within the meaning of applicable securities laws. These statements involve assumptions and risks that could cause actual results to differ materially, including project development outcomes, regulatory approvals, market conditions, and other factors. Verde AgriTech undertakes no obligation to update forward-looking information except as required by law.

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