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POCML 7 Inc. M&A Activity 2025

Dec 3, 2025

48422_rns_2025-12-02_c8fc2ddc-1bec-404e-abdd-417e3a141850.pdf

M&A Activity

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FORM 51-102F3 MATERIAL CHANGE REPORT

1. Name and Address of Company

POCML 7 Inc. (the “ Company ” or “ POCML7 ”) Suite 2210, 130 King Street West Toronto, Ontario M5X 1E4

2. Date of Material Change

November 25, 2025

3. News Release

A press release disclosing the material change was released on November 26, 2025, through the facilities of Canada NewsWire.

4. Summary of Material Change

On November 25, 2025, POCML7 and Verdera Energy Corp. (“ Verdera ”) entered into an amalgamation agreement, negotiated at arm’s length and dated November 25, 2025 (the “ Amalgamation Agreement ”) in respect of a proposed business combination transaction pursuant to which POCML7 will acquire all of the issued and outstanding securities of Verdera (the “ Proposed Transaction ”). The Proposed Transaction will, on closing, constitute the Qualifying Transaction of POCML7 under the policies of the TSX Venture Exchange (“ TSXV ”). On closing of the Proposed Transaction the resulting listed company (the “ Resulting Issuer ”) will be a mining issuer operating under the name of Verdera Energy Corp.

5. Full Description of Material Change

The Proposed Transaction is structured as a three-cornered amalgamation, whereby on closing a subsidiary of POCML7 will amalgamate with Verdera, with the resulting amalgamated company to continue as a subsidiary of the Resulting Issuer. All of the outstanding common shares of Verdera will be exchanged for post-consolidation common shares of the Resulting Issuer. A total of 15 million of the preferred shares of Verdera held by enCore Energy Corp. (Nasdaq: EU TSXV: EU) will be exchanged for post-consolidation common shares of the Resulting Issuer, while the remaining 35 million preferred shares of Verdera will be exchanged for preferred shares of the Resulting Issuer, which will convert to post-consolidation common shares of the Resulting Issuer on distribution to the shareholders of enCore Energy Corp. See the news release of the Company and Verdera dated November 3, 2025 for additional details of the Proposed Transaction and proposed financing.

The Proposed Transaction remains subject to customary conditions of closing, including the following: there being no material adverse changes in respect of either POCML7 or Verdera; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including the conditional approval of the TSXV; completion of a name change, consolidation and creation of preferred shares of POCML7; completion of the financing; completion of customary due diligence by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction.

Further details about the Proposed Transaction and the Resulting Issuer will be provided in a Filing Statement to be prepared and filed in accordance with TSXV requirements.

6. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

7. Omitted Information

No significant facts have been omitted from this Material Change Report.

8. Executive Officer

For further information, contact David D'Onofrio, Director of the Company at (416) 643-3880.

  1. Date of Report

December 2, 2025

2