OTC: VRDR

Verde Net Zero Blueprint is comprised of our portfolio of tested 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.

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 relationships. In particular, as 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.

believe our business model presents a novel combination of infrastructure performance with measurable climate impact, potentially
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.

With
key third-party testing and validation activities completed to date with groups such as NCAT and Puro.earth, we are now focused on commercializing
our solutions in the United States, our most strategic market. To this end, in October 2025 we entered into an exclusive licensing agreement
with 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 (the “Ergon
License”). Building on that relationship, in July 2026 we entered into a MCCA with Ergon establishing us as Ergon’s preferred
vendor of engineered biochar and engaging us as the supplier of biochar for an initial cold mix road paving product project. 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.

plan to expand operations and generate and grow revenue in the coming years primarily through marketing and selling our proprietary biochar
and other road technologies to and through Ergon 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 potentially enable rapid scalability and revenue generation.

In
addition, we are exploring the implementation of our Verde NetZero Blueprint in Southeast Asia, where we have had our BioFraction facility
in Sabah, Borneo since 2021. 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 our 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 through
with NCAT, although we have continued regular maintenance and test production runs to preserve its operational capability. We currently
anticipate restarting and ramping up operations at the BioFraction facility during 2027 as we advance commercialization activities and
complete planned pilot projects in Southeast Asia. We believe that successful completion of these projects could increase demand for
our engineered biochar in the region and may create additional licensing opportunities, which could, in turn, require increased production
capacity at the BioFraction facility. The timing and extent of the ramp-up will depend on the development of regional demand for our
engineered biochar, including demand resulting from the Singapore initiative and additional regional licensing opportunities. The facility
is expected to support the production of biochar and other renewable products, with additional licensing and commercialization opportunities
discussed further below under the section entitled “—BioFraction and Expansion Plans.”

Services and Products

Core
Products

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

Engineered
Biochar

Biochar
is the backbone of our Net Zero Blueprint. Through our collaboration with Biochar Solutions LLC and its affiliate, Oregon Biochar Solutions,
we have developed a highly engineered biochar formulation and proprietary pelletization manufacturing process specifically designed for
cold paving applications, including our BioAsphalt™ mix design. We have entered into a formal supply agreement with
Biochar Solutions LLC for the production and supply of our proprietary engineered biochar blend, securing a key component of our BioAsphalt™
technology platform.

Throughout
our product testing and validation at NCAT, we determined that the engineered characteristics of the biochar are fundamental to the performance
of BioAsphalt™. These characteristics directly influence the mixture’s performance, durability, and overall effectiveness,
reinforcing the importance of using a purpose-engineered biochar in our technology platform. Properties such as density, moisture content,
carbon content, pH, particle structure, durability, and other physical and chemical characteristics directly influence the performance
of the finished asphalt product.

To
control these variables, we have developed proprietary biochar production systems, process controls, temperature profiles, feedstock
management and other operating parameters that directly influence the physical and chemical properties of the biochar. Once the biochar
with the desired characteristics has been produced, we process the biochar through a proprietary pelletization process for deployment
in infrastructure applications. The formulation of the individual pellets is just as important to the end-usability of the product as
the characteristics controlled for in the biochar production. The combination of our biochar formulation with selected additives and
other materials enable the desired bonding mechanisms and pellet formulation that has been optimized for asphalt applications, and which
can be further refined to adjust for other possible project-specific applications.

100%
RAP Cold Recycling BioAsphalt™

go-forward BioAsphalt™ technology platform is a cold recycling mix incorporating 100% RAP, our proprietary engineered
biochar and an engineered cationic emulsion manufactured by Ergon. This formulation has been developed and evaluated in collaboration
with NCAT and is separate from the Verde V24 formulation discussed below.

In
September 2025, NCAT’s latest evaluation of our cold recycling mix using 100% 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 our cold-recycled mix with our engineered biochar not
only meets but exceeds industry specifications for cold-recycled asphalt. Results showed superior cohesion, high TSR, and retained stability
compared to standard cold mix benchmarks, validating its strength, durability, and moisture resistance.

100% RAP cold recycling formulation incorporating our engineered biochar and Ergon’s engineered emulsion is the technology platform
we currently intend to advance toward commercialization with Ergon. As part of our go-forward development strategy, we intend to incorporate
additional industry testing capabilities earlier in our innovation and development process to accelerate product development and generate
initial performance data. We expect to leverage Paragon, Ergon’s technical arm, for additional technical testing and validation,
followed, as appropriate, by independent third-party testing and validation through NCAT. NCAT remains an important independent research
and third-party validation resource for the company, and we expect to continue working with NCAT as we develop and commercialize new
road materials and applications.

Services

Carbon
Credit Services.

In
addition to supplying engineered biochar, we provide carbon credit management services to Ergon and intend to do the same with other
future commercial partners to support the generation, verification, issuance, and commercialization of carbon removal credits associated
with the permanent sequestration of biochar in asphalt and other infrastructure applications. These services include project design and
eligibility assessments, carbon accounting and lifecycle analysis, feedstock and production traceability, chain-of-custody documentation,
monitoring and reporting, coordination with independent verification bodies and carbon registries, and the issuance, management, transfer,
and retirement of verified carbon removal credits. We also maintain the documentation and quality assurance processes necessary to support
ongoing compliance with applicable registry standards and third-party verification requirements.

Under
our commercial arrangements with Ergon, we will administer these carbon credit services for qualifying projects, enabling the quantification,
verification, and monetization of the carbon benefits associated with the use of our engineered biochar. Carbon removal credits generated
from qualifying projects will be shared between us and Ergon in accordance with the terms of the applicable commercial agreements.

Additional
Products in Testing

Verde
V24 / C-Twelve Cold Mix Development

hold the exclusive North American license for Verde V24 from C-Twelve Pty Ltd, a corporation incorporated in Western Australia (“C-Twelve”),
through a Joint Development Agreement with C-Twelve (as amended, the “C-Twelve Agreement”). Verde V24 is an emulsifying agent
developed for use in a cold mix BioAsphalt™ formulation incorporating our proprietary engineered biochar. The formulation
was designed to create a specialized emulsion system that promotes a strong bond among the engineered biochar, asphalt binder and aggregate,
allowing the resulting asphalt mixture to be produced and applied without the high temperatures required for traditional hot-mix asphalt.

part of the development of the Verde V24 formulation, we worked with NCAT to evaluate the technology through laboratory testing and real-world
placement and evaluation. The off-ramp mix evaluated at NCAT utilized Verde V24 emulsion, virgin aggregate and our engineered biochar.
Unlike traditional hot mix asphalt, which requires high temperatures and generates significant greenhouse gas emissions during production
and application, the cold-mix formulation was designed to be applied at ambient temperature and activated with water, eliminating the
need for heat or solvents. The development program was intended to evaluate the formulation’s performance, durability and suitability
for road applications while incorporating the carbon-sequestration benefits of our engineered biochar.

In
July 2025, NCAT reported encouraging preliminary field-performance results for the off-ramp mix following approximately 50,000 equivalent
single-axle loads (“ESALs”) of heavy truck traffic. At that stage of testing, the asphalt surface remained flexible and demonstrated
consistent durability, particularly under low-volume roadway conditions.

Since
January 2026, approximately 80,000 liters of Verde V24 were produced in connection with the development program. During this period,
we continued technical evaluation and development activities involving Verde V24, including evaluation of the formulation and its compatibility
with asphalt production and application requirements.

In
August 2026, we received NCAT’s completed report relating to the off-ramp project, which included laboratory testing and real-world
placement and evaluation of the mix utilizing C-Twelve products, virgin aggregate and our engineered biochar. The report indicated that
the C-Twelve material remains in development and is not yet ready for commercial deployment. We shared the report with C-Twelve and have
communicated with C-Twelve regarding the report and its findings.

Although
the Verde V24 formulation remains in development, our current go-forward commercialization strategy with Ergon does not contemplate the
use of Verde V24. Instead, we intend to advance the separate 100% RAP cold recycling BioAsphalt™ formulation utilizing
our engineered biochar and Ergon’s engineered emulsion described above.

TerraZyme
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.

Conventional
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.

To
further validate the technology under varying field conditions, in June 2026 we constructed five pilot and control test sections outside
of the NCAT Test Track. These sections are evaluating TerraZyme independently and in combination with our engineered biochar, as well
as comparing performance with and without the use of Portland cement. The objective of this testing program is to optimize the formulation
and quantify the engineering, environmental, and economic benefits of each approach.

TerraZyme
continues to undergo performance evaluation at the NCAT Test Track, where testing to date has produced encouraging preliminary performance
data. The ongoing program is designed to evaluate TerraZyme’s effectiveness as a soil stabilization additive under real-world pavement
conditions. TerraZyme looks to be well-suited for rural or remote areas, resource-constrained regions, or developing markets where access
to aggregates is limited or prohibitively expensive. Our long-term goal is to develop an advanced soil stabilization solution that combines
TerraZyme with our engineered biochar to reduce or replace the use of traditional cement-based stabilizers, while improving pavement
performance and reducing the carbon footprint of road construction. 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.

Fiscal
Year 2026 Developments

achieved the following milestones during our fiscal year ended June 30, 2026:

●
On
October 10, 2025, we entered into 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 , inclusive of all fees associated with the
license and subject to consumer price index adjustments, for use in Ergon’s asphalt road materials products. As discussed elsewhere
in this Annual Report, our current go-forward commercialization strategy with Ergon does not contemplate the use of Verde V24 and
instead focuses on our 100% RAP cold recycling BioAsphalt™ formulation incorporating our engineered biochar and
Ergon’s engineered emulsion.

●

On
October 23, 2025, we announced the results of independent laboratory testing by NCAT of our
BioAsphalt™ cold recycling formulation incorporating 100% RAP, our engineered
biochar and an engineered cationic emulsion manufactured by Ergon. The testing demonstrated
that the 100% RAP formulation met or exceeded the applicable industry specifications evaluated
during testing.

●
On
November 3, 2025, we announced that we and Ergon had completed a $2 million strategic Common Stock and warrant investment in our
company. This milestone established a strong operational, technical and financial foundation for our commercialization efforts with
Ergon, marking a pivotal step forward for us toward scalable, carbon-storing pavements that lower costs while decarbonizing road
construction.

●
On
January 26, 2026 we announced our joint participation with Ergon in the National Asphalt Pavement Association (NAPA) Annual Meeting
that took place from January 26-29, 2026 in Scottsdale, Arizona. Recognized as the most important industry meeting of the year, the
NAPA Annual Meeting provided a premier platform for Ergon and our company to meet potential customers and showcase the strategic
relationship and advancement of our carbon sequestering BioAsphalt™ technology.

●
On
March 16, 2026, we announced the execution of the supply agreement (the “BSL Supply Agreement”) with Biochar Solutions
LLC (“BSL”), formalizing an important commercial relationship to supply specially engineered biochar for our company,
enable carbon removal credit generation and revenue sharing, and support joint intellectual property development. The agreement represents
a foundational step in scaling our carbon-sequestering BioAsphalt™ technology and advancing our carbon sequestering
infrastructure model.

●
On
April 15, 2026, we announced the undertaking of a Life Cycle Assessment (LCA) by global sustainability consulting firm WAP Sustainability
on the engineered biochar used in our carbon sequestering BioAsphalt™. This important step sets the stage for our
biochar to obtain an Environmental Product Declaration (EPD), expected to be among the first in the world to integrate durable carbon
storage into road infrastructure.

●
On
April 27, 2026, we announced a strategic collaboration with Isometric, the leading certifier of carbon removal, to accelerate the
certification and commercialization of engineered biochar for use in our BioAsphalt™ technology. This collaboration
aligns our infrastructure-focused carbon removal model with Isometric’s scientifically rigorous carbon removal protocols, which
are designed to ensure that every credit represents a ton of carbon dioxide removed from the atmosphere.

●
attended the GenZero Climate Summit 2026 which took place from May 18 to May 22, 2026, in Singapore. Our participation at the summit
furthered our ambitions to expand our presence in Singapore and Southeast Asia as part of our broader strategy to scale and license
our Net Zero Infrastructure Blueprint globally, beginning with Singapore.

Recent
Developments

Highway
International Pte. Ltd. Memorandum of Understanding

On
August 26, 2026, our wholly owned Singapore subsidiary, Verde Resources Asia Pacific Pte. Ltd. (“VRAPPL”), entered into a
Memorandum of Understanding (the “Highway MoU”) with Highway International Pte. Ltd. (“Highway”), a Singapore-based
integrated asphalt and road-infrastructure company, establishing a strategic framework for the proposed deployment, validation, commercialization
and licensing of our engineered biochar carbon platform in Singapore. Under the Highway MoU, the parties intend to collaborate on an
initial pilot project with Singapore’s Land Transport Authority (“LTA”) to evaluate our technology’s technical
performance, production readiness, carbon accounting, digital monitoring, reporting and verification (“MRV”) framework, and
broader commercial rollout potential. Highway is expected to lead the proposed LTA pilot project, with VRAPPL providing operational and
technical support.

Subject
to successful pilot validation and LTA sign-off, feasibility studies, mutual due diligence, applicable regulatory approvals, and the
negotiation and execution of definitive agreements, the parties intend to pursue an exclusive licensing arrangement for the use and commercialization
of our engineered biochar carbon platform in Singapore. The proposed licensing arrangement would be expected to include minimum engineered
biochar purchase commitments, commercial supply terms, technical support and knowledge transfer, performance milestones, and provisions
relating to carbon removal credits, sustainability and related data and reporting.

Highway MoU has a term of twelve (12) months, unless extended by mutual written agreement or superseded by a definitive agreement,
and either party may terminate the Highway MoU upon sixty (60) days’ written notice. During the term of the Highway MoU, the
parties are subject to certain exclusivity provisions relating to the contemplated collaboration in Singapore.

Except for certain
provisions, including those relating to public disclosure, confidentiality, costs and expenses, exclusivity, governing law and
termination, the Highway MoU is non-binding, serves principally as a framework for future exploration and potential binding
agreements and does not obligate either party to enter into a definitive licensing agreement or complete any
transaction.

Ergon
Master Commercialization and Collaboration Agreement

On
July 1, 2026, Verde Renewables entered into a MCCA with Ergon, whereby Verde Renewables shall act as a supplier of biochar to Ergon on
a preferred vendor basis and provide carbon credit monetization and related services to Ergon, and Ergon shall endeavor to use its good
faith efforts to develop, manufacture, and market products containing our engineered biochar (the “Ergon-Verde Products”),
with the initial Ergon-Verde Product being a cold mix road paving product (the “Initial Product”).

During
the term of the MCCA, if Ergon or any of its affiliates desire to utilize biochar in any of Ergon’s products, Ergon shall afford
Verde Renewables the first opportunity to supply any such biochar required (in the form of Verde Renewables’ engineered biochar),
and the parties will negotiate to establish agreed-upon applicable commercial terms related to such projects or applications to be memorialized
in an addendum to the MCCA, or in a direct agreement between Verde Renewables and a customer introduced by Ergon. Commencing in 2027
and for each year during the term of the MCCA thereafter, the parties shall also in good faith discuss whether to establish mutually
agreed-upon purchase commitments of Verde Renewables’ biochar product.

Under
the MCCA, Verde Renewables shall, at Ergon’s request and in coordination with Ergon, use its commercially reasonable efforts to
perform the services described in the MCCA to assist Ergon, which includes the distribution of Verde Renewables’ engineered biochar
to Ergon or its customers or otherwise for use in Ergon’s products which utilize biochar, to ensure continuity of biochar supply
to support commercialization of Ergon-Verde Products, as well as to provide technical and field support services to facilitate market
adoption of Ergon-Verde Products. Verde Renewables is also responsible under the MCCA for the management of carbon removal credits generated
by Ergon-Verde Products, including registration, methodology management, verification, registry management, and carbon credit sales.
It is anticipated that carbon removal credits shall be generated from: (i) bulk mixing, and (ii) packaged mix of Ergon-Verde Products.
Verde Renewables shall provide to Ergon a percentage of the net proceeds of Verde Renewables’ share of the biochar carbon removal
credits generated.

Concurrently
with the execution of the MCCA, the parties also entered into an addendum to the MCCA to provide for the terms of the first project under
the MCCA (“Project #1”), which involves providing engineered biochar for use in the Initial Product. Such addendum sets out
non-binding annual target supply volumes of Ergon’s emulsion products for which Verde Renewables will aim to supply its biochar.
Verde Renewables and Ergon shall share in the net revenue of any such sales of Verde Renewables’ biochar to Ergon’s customers,
or any customers introduced by Ergon, in connection with Project #1. Additionally, Ergon will pay Verde Renewables a cash royalty per
gallon of Ergon’s emulsion product sold in connection with Project #1. For any products beyond the Initial Product for which Ergon
utilizes Verde Renewables’ biochar, the parties will negotiate in good faith to establish mutually agreed-upon commercial terms
related to such additional applications to be memorialized in an addendum or amendment to the MCCA. The company expects Project #1 to
commence immediately and continue over the next several years as the Initial Product is manufactured, tested in pilot programs and commercialized.

initial term of the MCCA shall be for a period of ten years (the “Initial Term”), and shall automatically renew for a period
of five years unless at least six months prior to the expiration of the Initial Term, either party provides notice to the other party
that it wishes to terminate this MCCA at expiration of the Initial Term. Either party may also terminate the MCCA at any time upon written
notice upon the occurrence of customary events such as breach of the MCCA and upon bankruptcy of a party (subject to notice and cure
periods as provided for in the MCCA). Additionally, in the case of termination (except for cause) of either Mr. Jack Wong, the Chief
Executive Officer of the company, or Eric Bava, the Chief Operating Officer of the company, Ergon shall have the right to terminate the
MCCA upon sixty days’ written notice.

Principal
Agreements

Biochar
Solutions Supply Agreement and Amendment

On
March 14, 2026, our subsidiary Verde Renewables entered into the BSL Supply Agreement with BSL, pursuant to which BSL will manufacture,
supply, distribute, and white label engineered biochar for incorporation into Verde Renewables’ and its customers’ (including
Ergon’s) products, with both parties intending for this BSL Supply Agreement to serve as the foundation of a subsequent commercial
agreement governing long term biochar supply, carbon credit revenue sharing, joint technology development, and related commercialization
activities. After an initial 18-month term (the “Initial Period”), Verde Renewables and BSL will evaluate their commercial
arrangement and make updates or modifications to the BSL Supply Agreement based on their collective experience under the BSL Supply Agreement
(the “Subsequent Agreement”). If entered into, the Subsequent Agreement shall have a 5-year term commencing on the date of
execution thereof, renewable for an additional 5 years upon mutual written consent no later than 120 days before expiry. The Subsequent
Agreement shall also contain customary additional terms for the abilities of the parties to terminate the Subsequent Agreement. If no
Subsequent Agreement is entered into, the BSL Supply Agreement shall nonetheless remain binding on the parties on a month-to-month basis.

For
the term of the BSL Supply Agreement, BSL shall serve as Verde Renewables’ exclusive supplier of engineered biochar for asphalt
and road construction applications in the United States unless otherwise released in a mutual writing by BLS and Verde Renewables, and
BSL will forward leads for companies seeking biochar-based asphalt, or low emissions asphalt, to Verde Renewables exclusively.

Under
the terms of the BSL Supply Agreement, BSL will initially supply up to 38,500 U.S. tons of biochar annually (the “Initial Supply”)
to support our engineered product portfolio and carbon credit strategy, for which BSL warrants and will ensure that at least 50% of such
Initial Supply will qualify for carbon removal credit generation. In compensation for the provision of the Initial Supply, Verde Renewables
will pay BSL on a per-ton basis based upon the type of biochar that is supplied, with per-ton pricing to be mutually established and
reviewed annually. Additionally, under the BSL Supply Agreement, Verde Renewables and BSL agree to share the carbon removal credits generated
from the incorporation of BSL Biochar into Verde Renewables’ asphalt and other products, and any revenues derived from the sale,
transfer, or monetization of such carbon removal credits to third parties shall likewise be shared.

Separately,
our company and BSL intend to file a joint patent in the United States for the engineered biochar blend formulation developed by both
parties under the BSL Supply Agreement, with such patent to be owned on a joint basis and each party free to use the intellectual property
in its respective operations. Commercial licensing to third parties shall require the prior written consent of each of Verde Renewables
and BSL and equitable revenue sharing, with specific terms to be set forth in the Subsequent Agreement (as defined below).

Either
party may terminate the BSL Supply Agreement for any reason on 60 days prior written notice, during which time the parties shall collaborate
in good faith in winding down their business relationship, including BSL’s good-faith continued fulfilment of biochar shipments
to Verde Renewables during such period. Either party may also terminate the Supply Agreement with written notice upon material breach
of the terms hereof by the other party, provided that the breaching party shall be provided with a 15-day period to cure such breach.

On
June 30, 2026, Verde Renewables and BSL entered into a First Amendment to the BSL Supply Agreement (the “First BSL Amendment”).
Verde Renewables entered into the First BSL Amendment in part to facilitate Verde Renewables’ provision of engineered biochar to
Ergon under the MCCA. Pursuant to the terms of the First BSL Amendment, Verde Renewables and BSL agreed that:

1. The
Initial Supply of up to 38,500 U.S. tons of biochar to be provided by BSL to Verde Renewables
shall subject to increase upon Verde Renewables’ request (subject to good faith discussions
and mutual agreement of the parties) based on, among other factors, the requirements of our
customers or commercial collaborators (including, without limitation, Ergon).

2. All
biochar supplied to Verde Renewables or its customers or commercial collaborators shall be
supplied by BSL on a “white label” basis, meaning utilizing only Verde Renewables’
trademarks, trade names, logos, labels, and other proprietary branding elements.

3. Verde
Renewables and BSL will jointly file for U.S. and/or international patent protection for
the Designer-Blend Char formulation developed by the parties to optimize the performance
of our BioAsphalt™, with all patent rights to be owned jointly by the parties
on an undivided equal partial interest basis

Ergon
License

On
October 10, 2025, Verde Renewables, our wholly owned subsidiary, entered into 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. Under the Ergon License, Ergon agreed to purchase Verde V24 from us at a fixed price, inclusive
of all fees associated with the license and subject to consumer price index adjustments, for use in Ergon’s asphalt road materials
products.

Ergon,
the largest asphalt marketer in North America, is a subsidiary of Ergon, Inc., a diversified global organization engaged in multiple
industries. 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 are no minimum purchase
requirements for Ergon’s purchases of Verde V24. For each calendar year beginning January 1, 2027, Ergon agreed to negotiate with
us in good faith towards the establishment of possible minimum purchase amounts based on certain customary factors. If minimum purchase
amounts are agreed to for any given calendar year, we and Ergon agreed to negotiate 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. The 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.

Following
the execution of the Ergon License, our technical development and commercialization strategy with Ergon evolved as additional
formulations and applications were evaluated. Our current go-forward commercialization strategy with Ergon does not contemplate the
use of Verde V24 and instead focuses on a 100% RAP cold recycling BioAsphalt™ formulation incorporating our
engineered biochar and Ergon’s engineered emulsion. This separate formulation has been evaluated at the laboratory level by
NCAT and met or exceeded the applicable industry specifications evaluated during testing. Our broader relationship with Ergon
provides a potential pathway to leverage Ergon’s extensive international network, infrastructure and industry relationships as
we pursue commercialization opportunities in the United States and other markets. The Ergon License remains in effect,
notwithstanding the current focus of our commercialization activities on the 100% RAP cold recycling formulation.

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 our 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.

BioFraction
and Expansion Plans

With
the execution of our agreements with Ergon, our business model has been established and we now operate with a singular focus on sustainable
infrastructure technologies. While we remain focused on scaling our North American operations, we have also begun advancing commercialization
opportunities in Southeast Asia, where we have had our BioFraction facility in Sabah, Borneo since 2021. 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 with NCAT, although we have continued regular maintenance and test
production runs to preserve its operational capability. We currently anticipate restarting and ramping up operations at the BioFraction
facility during 2027 as we progress our relationship with Highway and complete planned pilot projects in Singapore. We believe that successful
completion of these projects could increase demand for our engineered biochar in Singapore and may create additional licensing opportunities
throughout Southeast Asia. Such increased regional demand could, in turn, require additional production capacity at the BioFraction facility.

proposed collaboration with Highway International Pte. Ltd. in Singapore represents a potential commercial pathway for our planned expansion
in Southeast Asia. Under the Highway MoU entered into in August 2026, the parties contemplate that engineered biochar for the proposed
Singapore initiative is expected to be supplied from our BioFraction facility in Sabah, Borneo and, as regional demand develops, from
additional biochar production capacity in Malaysia. Subject to successful validation of the proposed LTA pilot project and the execution
of definitive commercial agreements, the contemplated arrangement could support increased utilization of our Malaysia operations and
provide a platform for broader commercialization of our engineered biochar technologies in Singapore and the Asia-Pacific region.

In
addition to our proposed collaboration with Highway in Singapore, we intend to pursue opportunities with other highway operators and
infrastructure participants throughout Southeast Asia that are seeking Net Zero solutions. As part of our regional commercialization
strategy, we intend for engineered biochar supplied in connection with any licensing arrangements to be sourced from our subsidiary,
Verde Resources (Malaysia) Sdn Bhd (“Verde Malaysia”), which operates our BioFraction facility. An increase in commercial
demand for engineered biochar in the region could support the drawdown of 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. The timing and extent of the ramp-up will depend on the development of regional
demand for our engineered biochar, including demand resulting from the Singapore initiative and additional regional licensing opportunities.

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 the United Nations Environment Programme and the Global Alliance for Buildings and Construction’
report entitled “Global Status Report for Buildings and Construction 2025-2026: As Climate Risks Rise and Cities Grow, We Must
Rethink How We Build to Create Better Lives for All” (Paris: United Nations Environment Programme, 2026), 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. One of 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 goals.

Building
Materials Industry

global road construction and maintenance market represents a significant and growing opportunity. According to the Road Construction
and Maintenance – Global Strategic Business Report published in 2026 by Research and Markets, the global market was estimated
at approximately $777.7 billion in 2025 and is projected to reach approximately $979.1 billion by 2032. This growth is expected to be
driven by infrastructure modernization, increased government investment, aging transportation networks requiring rehabilitation, and
the growing adoption of sustainable construction materials and technologies.

North
America represents a substantial portion of this market opportunity, supported by continued infrastructure investment and the need to
modernize aging road networks. As governments, contractors, and infrastructure owners increasingly prioritize lower-carbon construction
solutions, we believe our engineered biochar-based technologies are positioned to address the growing demand for sustainable, high-performance
road construction materials.

Carbon
Removal Market Opportunity

carbon dioxide removal (“CDR”) market is emerging as a critical component of global climate mitigation strategies. The State
of Carbon Dioxide Removal 2025 report, published by the University of Oxford’s Smith School of Enterprise and the Environment
and the CO₂ Removal Alliance, highlights the accelerating need for durable carbon removal solutions, including biochar, to complement
emissions reductions and support global climate objectives. The report emphasizes that the scale of carbon removal deployment must increase
substantially over the coming decades, creating growing demand for high-quality, verifiable carbon removal credits.

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 fundamental shift in the carbon market toward
higher-integrity solutions, with increasing focus on durable carbon dioxide removal rather than solely avoided-emission credits. This
transition is expected to drive demand for technologies capable of delivering measurable, permanent carbon storage, including biochar-based
carbon removal solutions.

believe a significant opportunity exists in our ability to generate verified carbon removal credits through the production of biochar-infused
asphalt, a process that has been independently validated through successful testing at the NCAT Test Track. With the United States consuming
approximately between 350 million and 500 million tons of asphalt annually, according to “The Advancement of Asphalt Pavements
Over the Last 50 Years” by Drs. Jon Epps, Ph.D., P.E. and Dave Johnson, P.E., published in Asphalt Magazine, the potential
scale for carbon sequestration through biochar-enhanced asphalt is substantial.

Currently,
available biochar supply is limited relative to the potential size of the asphalt market. Based on our discussions with domestic biochar
suppliers and our assessment of current market conditions, we believe existing biochar production capacity would support only a portion
of the potential demand for asphalt applications incorporating engineered biochar. Over the long term, the scalability of biochar production
may be supported by the availability of domestic biomass resources. According to the U.S. Department of Energy’s 2023 Billion-Ton
Report: An Assessment of U.S. Renewable Carbon Resources, the United States has significant renewable carbon resources that could
support the expanded production of bio-based materials, including biochar. We believe the use of engineered biochar in infrastructure
applications may provide an opportunity to contribute to lower-carbon road construction and the potential generation of carbon removal
credits.

Market
Challenges

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.

Despite
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.

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

Growth Strategies

growth strategy is focused on establishing strategic commercial relationships with organizations like Ergon that possess the infrastructure,
market access, and operational capabilities necessary to support the adoption and deployment of our technologies at scale. For example,
through our MCCA with Ergon, we intend to leverage Ergon’s established manufacturing capabilities, distribution network, and relationships
with asphalt producers, contractors, and other industry participants to facilitate the commercialization of products incorporating our
proprietary biochar technology.

Rather
than developing a standalone manufacturing, distribution, and sales infrastructure, we intend to leverage strategic commercial relationships
to integrate our proprietary engineered biochar into road construction materials and applications through existing industry supply chains.
Our business model combines our technology platform, engineered biochar supply, and carbon-related solutions with the operational capabilities,
infrastructure, and customer relationships of our commercial partners. We believe this approach reduces barriers to adoption and supports
the deployment of lower-carbon construction solutions.

initial commercialization efforts are focused on validating and scaling this model throughout the United States, Canada and Mexico through
our strategic relationship with Ergon. We believe Ergon’s extensive industry experience, infrastructure, customer relationships and international
footprint may also provide a platform for pursuing broader commercialization opportunities as additional applications and markets are
developed. We believe Ergon’s industry experience, infrastructure, and established customer relationships
provide a foundation for introducing our technology to asphalt market participants. While our principal commercialization efforts remain
focused on North America, we have also begun pursuing commercialization opportunities in Southeast Asia. We currently anticipate restarting
and ramping up operations at our BioFraction facility in Sabah, Borneo during 2027 as we advance commercialization activities and complete
planned pilot projects in the region. We intend to work alongside our strategic partners, where appropriate, to support the licensing
and deployment of our integrated technology platform in additional markets.

To
support our expansion in Southeast Asia, we have established Verde Resources Asia Pacific Pte. Ltd. (“VRAPPL”), which will
serve as our regional corporate hub for licensing, business development, and commercialization activities. We intend to leverage our
existing presence in Southeast Asia, including our BioFraction facility in Sabah, Borneo, to support future opportunities involving engineered
biochar production, technology licensing, and infrastructure applications in the region.

Sources
and Availability of Raw Materials

While
we do not directly produce our cold mix BioAsphalt™ surface course material, the key components of our current go-forward
formulation are our engineered biochar, Ergon’s engineered emulsion and 100% RAP. We entered into a formal supply agreement with
BSL to secure a reliable U.S.-based supply of engineered biochar. BSL’s facilities are capable of producing designer-grade biochar
tailored to our specifications for product testing and for use in commercial applications. Oregon Biochar Solutions, the subsidiary of
BSL, is a related party as Karl Strahl, the Chief Operating Officer of Oregon Biochar Solutions, is also a member of our board of directors
(the “Board”).

Ergon
supplies the engineered emulsion utilized in our current 100% RAP cold recycling BioAsphalt™ formulation. RAP is a widely
available recycled paving material that is sourced in connection with individual road projects and consists of reclaimed asphalt pavement
that can be processed and reused in new pavement applications.

are in discussions with existing facilities to establish supplies of biochar in Canada and Mexico. In Southeast Asia, our
BioFraction facility in Sabah, Borneo is expected to produce up to 1,080 tons of biochar the first year, and 1,350 tons annually
thereafter to our required specifications. We anticipate utilizing this facility as our primary regional supply source. We
currently anticipate restarting and ramping up operations at the facility during 2027 as we progress our relationship with Highway
and complete planned pilot projects in Singapore. The timing and extent of the ramp-up will depend on the development of regional
demand for our engineered biochar, including demand resulting from the Singapore initiative and additional regional licensing
opportunities.

proposed licensing structure for the BioAsphalt™ in Asia will be managed through VRAPPL, which will serve as the primary
regional hub for licensing, commercial collaborations, business development, and market expansion activities. Under this model, qualified
licensees throughout Southeast Asia will obtain rights to utilize our BioAsphalt™ technologies and formulations through
Verde Singapore.

Verde
Malaysia, will focus primarily on manufacturing and production operations, including the sourcing and processing of palm-oil waste feedstock,
production of engineered biochar, and management of biochar supply activities from its Sabah, Borneo facility. Licensees may procure
engineered biochar produced by Verde Malaysia to support their licensed BioAsphalt™ applications, facilitating the utilization
of existing inventory and the expansion of localized production capacity to meet regional demand.

plan to further refine our BioFraction technology to produce designer-blend biochar specifically tailored for our proprietary asphalt
formulations and to license the BioFraction technology to qualified palm-oil waste processors throughout Southeast Asia. These processors
would convert palm waste into specialized biochar suitable for our applications while supporting the generation of certified carbon removal
credits.

expect to generate revenue through technology licensing fees, carbon credit royalties, and margins from biochar supplied to licensed
partners. This asset-light licensing model is designed to enable scalable expansion of our biochar supply chain with limited capital
expenditure while supporting the broader adoption of carbon-sequestering infrastructure solutions throughout the Asia-Pacific region.

Distribution
Network and Marketing

commercialization strategy combines technology licensing with the direct supply of key proprietary inputs required to produce our sustainable
infrastructure solutions. While we do not directly distribute finished road construction products, we leverage the established distribution
channels, customer relationships, and production capabilities of strategic collaborators and licensees to efficiently commercialize our
technologies.

A
core component of our business model is the supply of our proprietary engineered biochar, a critical input in the production of BioAsphalt™
and other biochar-based construction materials. Our engineered biochar is designed to deliver the consistency, quality, and performance
characteristics required for commercial-scale applications, including enhanced mix performance, durability, and support for carbon removal
credit generation.

Under
the MCCA with Ergon, we are the preferred supplier of engineered biochar for incorporation into Ergon’s asphalt products, including
asphalt emulsions and liquid binders, for multiple road applications, initially focusing on our 100% RAP cold recycling BioAsphalt™
formulation. Ergon will leverage its extensive production capabilities, customer relationships, and distribution network to support
commercialization of products incorporating our technologies. Ergon has an extensive international footprint, with assets, operations,
support capabilities or licenses across approximately 110 countries. We believe this global network provides a potentially scalable platform
through which our engineered biochar and related carbon-removal technologies could be introduced into additional markets as commercial
applications are developed, subject to applicable contractual arrangements, regulatory requirements and market conditions.

Customers

target customer base consists of companies involved in road construction, asphalt production, infrastructure development, and other applications
requiring or benefiting from sustainable construction materials, as well as governmental and public infrastructure entities. Our commercialization
strategy is focused on collaborating with established industry participants that possess the manufacturing capabilities, distribution
networks, and customer relationships necessary to deploy our technologies at scale.

discussed above, we have entered into the MCCA and Ergon License, which establish a long-term strategic collaboration to develop and
commercialize innovative road construction and building material applications incorporating our engineered biochar and related technologies.
Under this relationship, Ergon will leverage its existing customer base, technical expertise, manufacturing capabilities, and industry
relationships to lead commercialization efforts and customer engagement for products incorporating our technologies.

role is to supply engineered biochar and provide technical support for the development and deployment of these applications. As new road
construction solutions are developed, we expect to manufacture and distribute engineered biochar tailored to the specific requirements
of each application and supply such materials to Ergon and its customer network. These customers include asphalt producers, mixing plants,
contractors, and other infrastructure participants that have the ability to manufacture, deploy, and utilize sustainable road construction
materials in accordance with applicable industry and Department of Transportation specifications.

Through
this collaborative model, we believe our partnership with Ergon provides a scalable pathway to introduce carbon-sequestering infrastructure
solutions to a broad range of downstream customers and market segments, including:

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

DOTs
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
solution.

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.

Federal
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.

Private
Sector Contractors & Developers

Contractors
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.

Competition

Competitive
Landscape

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.

In
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.

What
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: construction
and climate.

At
this time, we are not aware of any other company commercializing engineered biochar specifically designed for road construction applications,
particularly in a pelletized form optimized for integration into asphalt mixtures. We believe this represents a unique competitive advantage
within the emerging carbon-sequestering infrastructure market. Our Net Zero Blueprint for asphalt combines engineered biochar, proprietary
formulations, and carbon accounting methodologies to enable the production of cold-applied, biochar-infused asphalt while supporting
the generation of certified carbon removal credits. This approach has been validated through testing at the NCAT Test Track, supported
by carbon removal certification and validation frameworks developed with organizations including Isometric and Puro.earth, and further
advanced through commercial validation activities, including early carbon credit purchases by a major financial institution and our strategic
collaboration with Ergon.

Rather
than competing directly with traditional hot mix asphalt producers, our business model is designed to enable existing industry participants
to adopt lower-carbon asphalt solutions through licensing, technology collaboration, and the supply of engineered biochar. By incorporating
our technologies into existing production and distribution networks, asphalt producers can transition toward cold-applied, biochar-enhanced
asphalt solutions without requiring significant changes to their existing infrastructure or operations. These solutions have the potential
to reduce reliance on energy-intensive heating processes, lower greenhouse gas emissions, and enable year-round paving applications.

While
other companies are developing sustainable construction materials and carbon removal technologies, we believe our differentiated approach
lies in the integration of engineered biochar, asphalt applications, and carbon credit generation within a scalable commercialization
model. We believe this combination provides a significant opportunity to support the decarbonization of infrastructure while creating
additional economic value through the generation and commercialization of carbon removal credits.

Competitive Advantages

Despite
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:

●

●

●

●

●

●

●

●

●

Scalable
Licensing Model: We intend to pursue an asset-light commercialization model that combines technology licensing, strategic
collaborations, and the supply of proprietary engineered biochar and related technologies. Through our collaboration with established
industry participants, such as Ergon, we seek to integrate our proprietary technologies into existing manufacturing, distribution,
and customer networks, accelerating adoption of carbon-sequestering infrastructure solutions without requiring significant capital
investment in downstream production facilities. Under this model, our customers and licensees will leverage their existing operational
capabilities, market access, and industry relationships, while we focus on technology development, engineered biochar production
and supply, carbon credit generation services, and continued innovation of our product platform. This approach is designed to enable
scalable deployment across multiple geographies and applications while supporting the localized production of lower-carbon construction
materials and the generation of verified carbon removal credits.

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.

Carbon
Impact: 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
operations. 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.

Carbon
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.

Integrated
Model: We combine proprietary building material technologies with carbon credit generation, offering both product and environmental
value.

Verified
Carbon Removal: Our use of biochar enables the generation of third-party certified carbon removal credits, backed by measurable
data.

Asset-Light
Expansion: Through licensing agreements and local commercial collaborations, we believe we can scale efficiently without
heavy capital investment.

Policy
and ESG Alignment: Our solution aligns with global Net Zero targets, Scope 1, 2, and 3 emissions reductions, and climate-resilient
procurement policies.

First-Mover
Positioning: We believe we are among the first to successfully commercialize asphalt-integrated biochar with verified carbon
credits in the U.S.

While
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:

●
Commercial
Relationships: Now that we have entered into two key agreements with Ergon (the MCCA and Ergon License which covers the
United States, Canada, and Mexico), and a non-binding Memorandum of Understanding with Highway in Singapore, we plan to foster
similar strategic relationships with national and regional infrastructure companies globally to supply our engineered biochar and
license our asphalt formulations and biochar technologies. As noted above, our next area of operations are expected to be in
Southeast Asia, where we maintain our BioFraction facility.

●
Biochar
Supply Network: Build a diversified and scalable biochar supply network through intellectual property licensing, strategic
collaborations and offtake agreements, and the continued development of our biochar supply capabilities, including opportunities
associated with our Sabah, Borneo facility.

●
Carbon
Credit Monetization: Scale the generation and sale of carbon removal credits through verified methodologies and corporate
buyers.

●
Geographic
Expansion: Grow our presence across North America and Southeast Asia by leveraging early success and demand from infrastructure
owners.

Seasonality

engineered biochar and 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.

Intellectual
Property

currently maintain rights to the key technologies we use. Our engineered biochar formulation and manufacturing processes, Verde V24,
the TerraZyme enzyme, and the catalytic BioFraction process, are all held as trade secrets.

developed our engineered biochar formulation and manufacturing processes in collaboration with BSL. Through our BSL Supply Agreement,
BSL produces engineered biochar for us on a “white label” basis. We have agreed with BSL to jointly file for U.S. and/or
international patent protection for the designer-blend biochar formulation, with all patent rights to be owned jointly by us and BSL
on an undivided equal partial interest basis. The initial term of the BSL Supply Agreement is eighteen months, and we have agreed to
negotiate a subsequent agreement with BSL on or before June 30, 2027. If the subsequent agreement is not entered into by June 30, 2027,
the BSL Supply Agreement will continue month to month until terminated in accordance with its terms.

Through
our C-Twelve Agreement, we hold an exclusive, ten-year license in the U.S, 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 with the $2 million 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
C-Twelve Agreement. As of the date of this Annual Report, such funding has not been achieved. 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. See “Risk Factors - We have not funded certain amounts required under our agreement with C-Twelve, and C-Twelve
may assert that we are in breach of the agreement, which could result in disputes, additional costs or other adverse consequences.”

currently have access to the TerraZyme enzyme through a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc.
(“NPI”). 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. We are
currently in negotiations with NPI for a definitive agreement that would contain an exclusive worldwide license to our company for TerraZyme.

subsidiary, Verde Resources Asia Pacific Limited (“VRAP”) 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), for the application of the Biofraction Process in our facilities in Sabah, 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. We previously filed a provisional patent application in the U.S. covering our complete cold mix
asphalt design and system, including Verde V24. As our collaboration with Ergon has progressed, we have strategically elected not to
further pursue this provisional application. Going forward, we intend to collaborate with Ergon on the development of additional innovations
that combine our engineered biochar technology with Ergon’s liquid asphalt products and expertise. Any new intellectual property
arising from these collaborative developments will be addressed in accordance with the terms of our commercial agreement with Ergon,
including applicable rights, ownership and commercialization arrangements.

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.”

Governmental
Approvals and Regulation

Governmental
Approvals

Because
our business is centered around a licensing and supply model because and we do not currently manufacture products or directly perform
installation activities, we are not currently subject to material regulatory requirements associated with the manufacture or installation
of our products. Manufacturing, production, distribution and deployment activities are generally conducted by our suppliers, licensees,
customers and other strategic collaborators, who are responsible for compliance with applicable federal, state and local laws and regulations
in their respective jurisdictions. We work collaboratively with these parties to support compliance with applicable requirements relating
to products and technologies incorporating our engineered biochar and other technologies.

Commercial
deployment of our technologies may be subject to applicable material standards, testing protocols, certifications, permits, regulatory
approvals and other third-party requirements. Depending on the particular product, application and jurisdiction, these may include:

● construction
material standards and testing protocols and other requirements applicable to road and infrastructure
applications; and

● carbon
credit methodologies, verification requirements and other standards established by recognized
certification bodies

responsibility for obtaining and maintaining applicable permits, approvals, certifications and other authorizations may rest with us
or, depending on the particular activity, with our suppliers, licensees, customers or other strategic collaborators.

With
respect to our BioFraction facility in Sabah, Borneo, we are not aware of any material regulatory issues that would prevent the facility
from resuming operations. We have established the required operational framework and obtained the necessary licenses, permits, and approvals
to recommence production activities and return the facility to full operational capacity. As we expand our operations and commercial
deployments, we will continue to monitor applicable regulatory requirements and work collaboratively with our suppliers, licensees, customers
and other strategic collaborators to support compliance with applicable laws, regulations and other requirements.

Environmental
Laws

Under
our current business model, manufacturing and certain other production and deployment activities are generally carried out by our suppliers,
licensees and other strategic collaborators, who are responsible for complying with all applicable environmental laws and regulations
in their respective jurisdictions. We work collaboratively with these parties to support adherence to applicable environmental requirements
and sustainability standards throughout the production and deployment process.

currently do not experience any material effects from, or incur material costs related to, compliance with environmental laws and regulations.
However, as our operations and commercial deployments expand, applicable environmental requirements may change or become more significant
to our business, and we will continue to monitor such requirements.

Insurance

maintain insurance coverage that we believe 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. In connection with our strategic agreements, including
the MCCA with Ergon, we are required to maintain certain minimum levels of insurance coverage. We have obtained the required insurance
coverage to support our commercial activities, including coverage related to product liability, transportation, and other operational
risks associated with the supply and distribution of our engineered biochar and related technologies. We periodically evaluate the cost,
availability and adequacy of our insurance policies as our business evolves. We have also evaluated the cost, availability, and practicality
of obtaining business interruption insurance and determined that, given our asset-light operating model and current stage of development,
such coverage is not commercially feasible at this time. As a result, we do not maintain business interruption insurance for our U.S.
operations or our Sabah, Borneo BioFraction facility. 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.”

Employee
and Human Capital

of September 14, 2026, we had the following employees and consultants:

Senior Management
3

Sales and Marketing
1

Production
2

Information System Technology
5

Administration / Finance / HR
4

Independent Consultants
8

Total

have a total of 23 employees and representatives, including eight independent consultants. Of these, fifteen are based in the United
States, including our eight consultants. The remaining eight individuals are based in Malaysia, where they support local operations under
the oversight of U.S.-based senior management.

None
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.

Corporate
History and Structure

Verde
Resources, Inc. was incorporated on April 22, 2010, in the State of Nevada. We currently have five wholly owned subsidiaries, one majority-owned
subsidiary, and two wholly owned indirect subsidiaries, with Verde Renewables 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.

Acquisition
of Verde Resources Asia Pacific Limited (“VRAP”)

On
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
Malaysia. 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.

Under
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 VRAP 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).

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.

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

CSB
Acquisition

On
October 20, 2021, VRAP completed the acquisition of the remaining 15% equity interest in CSB from Lamax Gold Limited (“LGL”)
for total consideration of MYR 150,000 (approximately $36,130 as of the date of this transaction).

Verde
Life, Inc. Incorporation

On
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. On November 15, 2021, we formed a wholly owned subsidiary,
Verde Life, Inc., under the laws of the State of Oregon to facilitate the relationship with MRX. 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

On
August 10, 2021, we formed a wholly owned subsidiary, Verde Renewables, for the purpose of conducting business in Missouri related to
biochar. 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.

Establishment
of Verde Malaysia

On
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.

On
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
in Wision. This transaction closed in May 2022. Jack Wong, our current chief executive officer and chairman, was the director and sole
shareholder of Wision at the time of its acquisition. At the time of the company’s acquisition of Wision, Mr. Wong had no affiliation
with the company.

Chesterfield
Property Acquisition

On
April 29, 2022, our wholly-owned subsidiary Verde Renewables 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.

Sale
of CSB

On
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 mining activities. Under the terms of the SSA Agreement, the consideration for the sale
of CSB would be satisfied in full by the payment of Malaysia Ringgit MYR 500,000. The transaction closed on April 20, 2023.

Also
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 US $675,888 of CSB’s account payable to the Creditor either in cash or by the issuance of new shares of our Common
Stock. 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.

Dissolution
of Bio Resources Limited

Pursuant
to an Intellectual Property Transfer Agreement dated October 15, 2025, Bio Resources Limited (“BRL”), a wholly owned subsidiary
of the company, transferred to VRAP, another wholly owned subsidiary of the company, all rights, title and interest in the intellectual
property known as Catalytic BioFraction Process at its carrying value of $30,192,771 as of that date. Following the completion of the
transfer, BRL was administratively dissolved by being struck off the registers of the Labuan Financial Services Authority on October
19, 2025.

Establishment
of Verde Resources Asia Pacific Pte. Ltd. (“VRAPPL”)

On
March 30, 2026, the company established VRAPPL, a private company limited by shares incorporated under the laws of the Republic of Singapore
and a wholly owned subsidiary of the Company. The subsidiary’s primary activity is research and experimental development in biotechnology
(excluding medical sciences). The establishment of VRAPPL follows several months of discussions with the Economic Development Board (“EDB”)
and Land Transport Authority (“LTA”) of the Republic of Singapore and advances the company’s previously stated strategy
to license its Net Zero Blueprint and related technologies globally, beginning with Singapore as its Asia Pacific headquarters. This
initiative is expected to support the future generation and trading of carbon removal credits and serve as a foundation for the company’s
expansion across the region.

Available
Information

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.