POCML 7 INC.

November 2, 2025

Verdera Energy Corp. c/o Suite 1200, 750 W. Pender Street Vancouver, BC V6C 2T8

Attention: Janet Lee-Sheriff, Chair Executive Officer and Chairman

Dear Sirs/Mesdames:

Re: Proposed Qualifying Transaction with Verdera Energy Corp.

This letter agreement (the “ Letter Agreement ”) sets forth our mutual agreement with regard to a proposed business combination transaction (the " Transaction ") between POCML 7 Inc. (“ POCML7 ”), and Verdera Energy Corp. (“ Verdera ” and collectively with POCML7 , the " Parties " and individually a " Party "). Pursuant to the Transaction, POCML7 would on closing acquire all of the outstanding securities of Verdera in exchange for securities of POCML7. The transaction will on closing constitute the Qualifying Transaction of POCML7 pursuant to the policies of the TSX Venture Exchange (“ TSXV ”).

This Letter Agreement is intended to create a binding obligation on the Parties to proceed with the Transaction on the terms hereof, and to use reasonable efforts to enter into a definitive agreement (the “ Definitive Agreement ”) to replace this Letter Agreement. In the absence of a Definitive Agreement, this Letter Agreement will remain binding on the Parties.

All defined terms used herein which are not otherwise defined shall have the meanings attributed to them in Schedule A attached hereto.

Verdera and POCML7 hereby agree as follows:

Background

1. POCML7 is a Capital Pool Company incorporated under the laws of Ontario and is a reporting issuer under the laws of Ontario, Alberta and British Columbia. As of the date hereof, the capital of POCML7 consists of an unlimited number of common shares (“ POCML7 Shares ”) of which 11,084,625 POCML7 Shares are issued and outstanding, and 1,100,000 options (" POCML7 Options ") outstanding, each exercisable to acquire one POCML7 Share at an exercise price of $0.10 per security until November 16, 2027. There are no other issued and outstanding securities convertible into POCML7 Common Shares.

2. Verdera is a private company incorporated under the laws of British Columbia. As of the date of this Agreement, the capital of Verdera consists of: (i) an unlimited number of common shares (“ Verdera Common Shares ”) of which 31,178,000 Verdera Common Shares are issued and outstanding; and (ii) an unlimited number of restricted voting Class A Preferred Shares (“ Pref Shares ”) of which 50,000,000 Pref Shares are issued and outstanding. Verdera has 4,680,000 stock options outstanding (“ Verdera Options ”) and no outstanding warrants. All of the Pref Shares are held by enCore Energy Corp. (Nasdaq/TSXV: EU) (“ enCore ”).

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Verdera has two wholly owned subsidiaries, NM Energy Holding Canada Corp. (“ NMEC ”), a British Columbia company, and NM Energy Holding Corp. (“ NME ”), a corporation existing under the laws of Texas.

Verdera, through NME, holds uranium mining property interests in the state of New Mexico, with its principal asset being the Crownpoint and Hosta Butte Project.

Transaction

1. Subject to the terms hereof, on the closing of the Transaction (the " Closing "), POCML7 will acquire all of the issued and outstanding Verdera Common Shares and the Pref Shares by way of a plan of arrangement under the laws of the Province of British Columbia. The Parties may mutually agree to use an alternative transaction structure to accommodate efficiencies for various legal structures, tax and accounting treatment and securities regulation (the " Business Combination ").

Pursuant to the Business Combination, (a) the holders of the issued and outstanding Verdera Common Shares shall receive one post-Consolidation (as defined below) common share in the capital of POCML7 (as renamed pursuant to the Name Change defined below, and hereinafter the “ Resulting Issuer ”) (each, a " Resulting Issuer Share "), for each Verdera Common Share held (the " Exchange Ratio "); and (b) the holder of the issued and outstanding Pref Shares shall receive one Resulting Issuer Share for each Pref Share held, provided that 35,000,000 of such Resulting Issuer Shares issued in exchange for the Pref Shares (the “ enCore Distribution Shares ”) will be deposited in escrow with a trust company pending distribution of such enCore Distribution Shares to the shareholders of enCore. In addition Verdera will seek to negotiate the inclusion of escrow restrictions on all 50 million Resulting Issuer Shares to be received by enCore such that all Resulting Issuer Shares issued in exchange for the Pref Shares will be subject to either a 12 month or 18 month escrow.

1. As part of the Transaction, any options, warrants or other securities convertible into Verdera Common Shares as at the Closing shall be exchanged, based on the Exchange Ratio, for similar securities to purchase POCML7 Common Shares on substantially similar terms and conditions. In addition, the parties acknowledge and agree that Verdera may issue additional Verdera Common Shares in connection with property acquisitions and financings prior to the closing of the Transaction.

2. On or immediately prior to the Closing, POCML7 shall (i) effect a name change to such name as may be determined by Verdera (the " Name Change "); and (ii) consolidate its outstanding share capital (the " Consolidation ") on the basis of 0.6565 old POCML7 Common Share for one new Resulting Issuer Share (0.6565:1), such that upon completion of the Consolidation POCML7 will have 8,000,000 shares issued and outstanding including the POCML7 Common Shares issued on exercise of all outstanding POCML7 stock options (subject to any minor increase or decrease due to rounding of fractional shares resulting form the Consolidation). Unless otherwise specified herein, all references to POCML7 Common Shares in this Agreement are made on a preConsolidation basis and all references to Resulting Issuer Shares are made on a post-Name Change and post-Consolidation basis.

3. On or prior to Closing, the Parties intend to complete a financing on terms to be agreed to by POCML7 and Verdera (the " QT Financing "), each acting reasonably, currently expected to be an issuance of Verdera Shares, Resulting Issuer Shares or subscription receipts for either of the foregoing (“ Subscription Receipts ”) for gross proceeds of $20,000,000, at an offering price equal of $1.00 per Verdera Share (or otherwise such other offering price agreed to between the Parties

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acting reasonably), Resulting Issuer Share or Subscription Receipt. The QT Financing may include up to a half-warrant per share or subscription receipt offered.

1. POCML7 represents and warrants to Verdera that since the date of its incorporation, (i) it has not carried on any business other than as necessary in connection with the listing of the POCML7 Common Shares on the TSXV pursuant to the CPC Policy; and (ii) it has not incurred any liabilities except in the ordinary course of business.

Board of Directors; Management

1. On Closing, all existing directors and officers of POCML7 shall resign and the directors and be replaced with the directors and officers nominated by Verdera. Each resigning officer and director will also enter into a customary release in favour of the Resulting Issuer.

Shareholder Meetings

1. Verdera shall convene and hold a meeting of its shareholders (the " Verdera Shareholders’ Meeting ") in order to pass such necessary resolutions approving the Business Combination and such other matters as may be required by shareholders of Verdera under applicable law, and for such other purposes consistent with this Agreement as shall be deemed appropriate by the board of directors of Verdera. Verdera shall convene the Verdera Shareholders’ Meeting as soon as practicable, and solicit proxies to be voted at the Verdera Shareholders’ Meeting in favour of the Business Combination and such other matters as may be required by shareholders of Verdera under applicable law. Verdera shall provide notice to POCML7 of the Verdera Shareholders’ Meeting and allow representatives of POCML7 to attend such meeting. The board of directors of Verdera shall recommend that the shareholders of Verdera vote in favour of the Business Combination and such other matters as may be required by shareholders of Verdera under applicable law and the notice to the shareholders of Verdera shall include a statement to that effect. Verdera shall afford POCML7 with an opportunity to review all disclosure to be provided to the shareholders of Verdera in respect of the Verdera Shareholders’ Meeting and shall make all such changes as are reasonably requested.

2. POCML7 shall convene and hold an annual and special meeting of its shareholders (the " POCML7 Shareholders’ Meeting ") as soon as reasonably practicable in order to: (i) receive the audited financial statements of POCML7 for the fiscal year ended September 30, 2024; (ii) reappoint the auditors or appoint auditors nominated by Verdera, at Verdera’s discretion, for the ensuing year and to authorize the directors of POCML7 to fix their remuneration; (iii) to elect four directors of POCML7 (comprising the three current directors and one additional director mutually approved by the Parties acting reasonably) until the earlier of the (a) next annual meeting of shareholders or until their successors are elected or appointed; and (b) the completion of the Transaction; (iv) to approve and re-confirm POCML7’s current stock option plan or to approve a new stock option plan for POCML7 as determined by `Verdera; (v) pass a special resolution approving the Consolidation; (vi) pass a special resolution approving the Name Change; (vii) pass a special resolution approving a continuation of the jurisdiction of incorporation of POCML7 from Ontario to British Columbia; and (vii) approve such other matters as Verdera may deem necessary or advisable. The final terms, conditions and documentation for the POCML7 Shareholders’ Meeting shall be in a form to which Verdera has given its written consent, which shall not be unreasonably withheld. POCML7 will afford Verdera with an opportunity to review all disclosure to shareholders of POCML7 in respect of the POCML7 Shareholders’ Meeting and shall make all such changes as are reasonably requested. POCML7 shall provide notice to Verdera of the POCML7 Shareholders’ Meeting and allow representatives of Verdera to attend such meeting.

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Preparation and Delivery of Documents

1. The Parties shall use their commercially reasonable efforts to consummate the Transaction in a timely manner and to timely prepare, negotiate, agree to and timely file any further documents, agreements and instruments required to be filed by either of the parties hereto or their respective affiliates to accomplish that purpose (all of which shall be in form and content reasonably satisfactory to each Party), including without limitation those required by the TSXV pursuant to the requirements of applicable corporate and securities legislation relating to the Transaction and any other regulatory bodies having jurisdiction, to carry out the terms and objectives of this Agreement (collectively, the " Transaction Documents "). Although the parties intend to enter into additional Transaction Documents, including the Definitive Agreement, the terms of which shall not be inconsistent with the terms of this definitive Agreement, to the extent that any such Transaction Documents are not deemed necessary to complete the Transaction and are not entered into, this Agreement shall remain as the binding agreement between the Parties.

The Parties understand that the Registration Rights Agreement requires the Parties to work together to file a registration statement with the U.S. Securities Exchange Commission to register the distribution of the enCore Distribution Shares (the “ Registration Statement ”). Verdera has engaged U.S. counsel for the purpose of preparing such Registration Statement at its cost, however POCML7 agrees to assist Verdera, at Verdera’s cost and expense which may include the assistance of U.S. counsel of POCML7, with coordinating any information, approvals, signatures, expert consents, filing coordination or documentation required in connection with the filing and clearance thereof with the SEC, as may be requested by Verdera and its U.S. counsel acting reasonably.

1. POCML7 and Verdera shall prepare as promptly and as reasonably practical after the date of the execution of this Agreement:

2. (a) a filing statement in accordance with TSXV Form 3B2 to be submitted to the TSXV for approval of the Transaction; and

3. (b) any other documentation reasonably required by the TSXV, POCML7 and Verdera in order to complete the Transaction.

Each of POCML7 and Verdera shall provide promptly to the other such information concerning its business and financial affairs as, in the reasonable judgment of the providing party or its counsel, may be required or appropriate for inclusion in the filing statement, or required by the TSXV, and/or notice to the shareholders of Verdera or POCML7, as applicable, or in any amendments or supplements thereto, and to cause its counsel and auditors to cooperate with the other’s counsel and auditors (if necessary) in the preparation of the filing statement and the notice of meeting and management information circular in connection with the Verdera Shareholders’ Meeting or the POCML7 Shareholders’ Meeting, as applicable.

Conditions Precedent

1. The implementation of this Agreement and the completion of the Transaction shall be subject to the following conditions precedent being satisfied prior to the closing of the Transaction:

2. (a) Conditions Precedent for the Benefit of POCML7:

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4. (i) Verdera entering into any necessary Transaction Documents which shall not be inconsistent with the terms and conditions set forth herein and reasonably acceptable to POCML7 and its counsel;

5. (ii) the representations and warranties of Verdera contained herein (other than changes to its share capital and convertible securities) and any representations and warranties of Verdera in any other Transaction Documents shall be deemed to have been made again on the Closing and shall be true and correct in all material respects as of all relevant dates, in each case other than changes as expressly contemplated herein or in the applicable Transaction Document;

6. (iii) pursuant to the Business Combination, all of the outstanding Verdera Common Shares will be exchanged for Resulting Issuer Shares as provided in this Agreement and any outstanding options and warrants of Verdera will become options and warrants exercisable for Resulting Issuer Shares, as adjusted by the Exchange Ratio and/or on their terms, and all such Resulting Issuer Shares will be free and clear of any and all encumbrances, liens, charges, demands of whatsoever under any applicable law and there being no other convertible securities or stock options outstanding to acquire Verdera Common Shares, other than any rights of enCore pursuant to the Registration Rights Agreement between Verdera and enCore dated March 17, 2025;

7. (iv) electronic delivery to the TSXV of a duly completed Form 2A (Personal Information Form) or Form 2C1 (Declaration) for each of the proposed new Insiders (as such term is defined in the TSXV Corporate Finance Manual) of the Resulting Issuer pending completion of the Transaction, and for such other persons as may be required by the TSXV;

8. (v) POCML7 and Verdera entering into the Definitive Agreement within 30 days of the signing of this Letter of Intent or failing to do so the transaction will continue to be bound by this Letter Agreement in accordance with its terms or until a Definitive Agreement is entered into;

9. (vi) receipt of all required approvals and consents for the Transaction and all related matters and the Transaction Documents, including without limitation:

10. A. the approval by the board of directors of Verdera for any Transaction Document to which Verdera may be a party, to the extent that such other Transaction Document varies from or adds to the terms of this Agreement or otherwise is material;

11. B. the approval of the Transaction by the shareholders of Verdera; and

12. C. the approval of the TSXV;

13. (vii) upon completion of the Transaction, the Resulting Issuer shall meet the applicable TSXV listing requirements (or received appropriate waivers therefrom), and the Parties shall have received the conditional approval of the TSXV for the listing of the Resulting Issuer Shares to be issued on the Closing and, after giving effect to the Transaction, such other shares which are issuable upon the exercise of all outstanding options or share purchase warrants of the Resulting Issuer, subject to

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compliance with the usual requirements of the TSXV and the applicable stock option plan of the resulting issuer, and the resale of such Resulting Issuer Shares not being subject to any Canadian hold or restricted period (except for any Resulting Issuer Shares being subject to the Escrow Agreement or any contractual escrow or restriction in the case of the Resulting Issuer Shares held by enCore, any resale that would constitute a "control distribution" as defined in National Instrument 45-102 – Resale of Securities , and any other hold or escrow periods as may be required by the TSXV or applicable securities laws);

• (viii) Verdera shall have provided such audited, unaudited and pro forma financial statements as required by the TSXV;

• (ix) no material adverse change shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of Verdera or any Subsidiary (as such a term is defined below), financial or otherwise, between the date of this Agreement and the completion of the Transaction;

• (x) Verdera shall provide to POCML7 such necessary legal opinions with respect to Verdera or any Subsidiary in relation to the Transaction, this Agreement and any Transaction Documents, as typical of a transaction of this nature, satisfactory to POCML7 and its counsel, acting reasonably;

• (xi) there being no legal proceedings or regulatory actions or proceedings, or to the knowledge of Verdera pending, against Verdera or any Subsidiary at the Closing which may, if determined against the interests of Verdera or any Subsidiary, have a Verdera Material Adverse Effect;

• (xii) there being no prohibition at law against the completion of the Transaction;

• (xiii) no inquiry or investigation (whether formal or informal) in relation to Verdera or its directors or officers, shall have been commenced or threatened by the TSXV, any relevant securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have an Verdera Material Adverse Effect after giving effect to the Transaction;

• (xiv) material compliance by Verdera with the terms of this Agreement;

• (xv) no material breach of the covenants of Verdera contained herein or of Verdera in any other Transaction Documents;

• (xvi) at the closing of the Transaction, each of the parties as required by the TSXV shall have entered into an escrow agreement (the " Escrow Agreement ") upon the terms and conditions imposed pursuant to the policies of the TSXV;

• (xvii) the Parties being in a position to close the QT Financing on or prior to the Closing.

• (b) Conditions Precedent for the Benefit of Verdera:

• (i) POCML7 entering into any Transaction Documents which shall not be inconsistent with the terms and conditions set forth herein and reasonably acceptable to Verdera and its counsel;

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• (ii) the representations and warranties of POCML7 contained herein and any representations and warranties of POCML7 in any other Transaction Documents shall be deemed to have been made again on the Closing and shall be true and correct in all material respects as of all relevant dates;

• (iii) pursuant to the Business Combination, all of the outstanding Verdera Common Shares will be exchanged for Resulting Issuer Shares as provided in this Agreement and any outstanding options and warrants of Verdera will become options and warrants exercisable for Resulting Issuer Shares, as adjusted by the Exchange Ratio and/or on their terms, and all such Resulting Issuer Shares will be free and clear of any and all encumbrances, liens, charges, demands of whatsoever under any applicable law and there being no other convertible securities or stock options outstanding to acquire Verdera Common Shares;

• (iv) POCML7 and Verdera entering into the Definitive Agreement within 30 days of the signing of this Letter of Intent;

• (v) receipt of all required approvals and consents for the Transaction and all related matters, including without limitation:

• A. the approval by the board of directors of POCML7 for any Transaction Document to which POCML7 may be a party, to the extent that such other Transaction Document varies from or adds to the terms of this Agreement or otherwise is material;

• B. the approval of any other third parties from whom POCML7 must obtain consent, including its shareholders, if applicable;

• C. the approval of the TSXV;

• (vi) upon completion of the Transaction, the resulting issuer shall meet the applicable TSXV listing requirements (or received appropriate waivers therefrom), and the Parties shall have received the conditional approval of the TSXV for (i) the Consolidation, Name Change and any other corporate changes requested by Verdera, acting reasonably; and (ii) the listing of the Resulting Issuer Shares to be issued on the Closing and, after giving effect to the Transaction, such other shares which are issuable upon the exercise of all outstanding options or share purchase warrants of POCML7, subject to compliance with the usual requirements of the TSXV, and the resale of such Resulting Issuer Shares not being subject to any Canadian hold or restricted period (except for any Resulting Issuer Shares held by enCore, any resale that would constitute a "control distribution" as defined in National Instrument 45-102 – Resale of Securities , and any other hold or escrow periods as may be required by the TSXV or applicable securities laws);; and

• (vii) the Consolidation, Name Change and any other corporate changes requested by Verdera, acting reasonably, shall have been implemented;

• (viii) the Resulting Issuer Shares to be issued on the Closing and, after giving effect to the Transaction, issuable upon exercise of the options of POCML7 in accordance with the respective terms thereof, shall be issued as fully paid and non-assessable shares in the capital of POCML7, free and clear of any and all encumbrances, liens,

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charges, demands of whatsoever nature under Canadian law, except those imposed pursuant to statutory "control block hold periods" and escrow restrictions of the TSXV;

• (ix) all directors and officers of POCML7 shall have executed resignations and releases in a form acceptable to Verdera, acting reasonably, and there shall be no severance or other amounts payable to such individuals in connection therewith;

• (x) no material adverse change shall have occurred in the business, results of operations, assets, liabilities, financial condition or affairs of POCML7 or any Subsidiary, financial or otherwise, between the date of signing this Agreement and the completion of the Transaction;

• (xi) there being no legal proceedings or regulatory actions or proceedings, or to the knowledge of POCML7 pending or threatened, against POCML7 at the Closing which may, if determined against the interest of POCML7, have a POCML7 Material Adverse Effect;

• (xii) POCML7 shall provide to Verdera such necessary legal opinions with respect to POCML7 or any Subsidiary in relation to the Transaction, this Agreement and any Transaction Documents that is satisfactory to Verdera and its counsel, acting reasonably;

• (xiii) there being no prohibition at law against the consummation of the Transaction;

• (xiv) material compliance of POCML7 with the terms of this Agreement;

• (xv) no material breach of the covenants of POCML7 contained herein or in the Transaction Documents;

• (xvi) POCML7 shall have provided such financial statements as required by the TSXV;

• (xvii) no inquiry or investigation (whether formal or informal) in relation to POCML7 or its directors or officers, shall have been commenced or threatened by the TSXV, any relevant securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a POCML7 Material Adverse Effect after giving effect to the Transaction;

• (xviii) all 1,100,000 POCML7 Options shall have been exercised prior to the completion of the Consolidation;

• (xix) at the closing of the Transaction, each of the parties as required by the TSXV shall have entered into the Escrow Agreement;

• (xx) completion of the QT Financing;

• (xxi) The Registration Statement having been filed with the SEC and all comments of the SEC having being resolved other than such comments of the SEC that in the reasonable opinion of US counsel are not substantive and/or would not be expected to result in the Registration Statement not being declared effective by the SEC within 75 days of the Closing.

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• (xxii) POCML7 having a minimum of $500,000 in cash immediately prior to the closing the Transaction net of all expenses related to the Transaction.

• (c) Conditions Precedent and Right of Waiver:

• (i) The conditions precedent set out in Section 13(a) are inserted for the sole benefit of POCML7 and the conditions precedent set out in Section 13(b) are inserted for the sole benefit of Verdera. Any of the Parties may refuse to proceed with the closing of the Transaction if the conditions precedent inserted for its benefit are not fulfilled to its or their reasonable satisfaction prior to the Closing and it shall incur no liability to any other party by reason of such refusal.

• (ii) The foregoing conditions precedent may be waived in whole or in part by the Party for whose benefit they are inserted in that Party’s absolute discretion. No such waiver shall be of any effect unless it is in writing signed by the Party granting the waiver.

Standstill, Exclusivity and Agreement to Support Transaction

1. POCML7 (including its directors and officers) hereby agrees from the date hereof until the earlier of the Closing or the Termination Date (as defined herein):

2. (a) not to initiate, propose, assist or participate in any activities or solicitations in opposition to or in competition with the Transaction and, without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal, acquisition of shares in the capital of POCML7 or any other form of transaction (unless the Parties have mutually agreed otherwise), inconsistent with completion of the Transaction and not to take actions of any kind which may reduce the likelihood of success of the Transaction;

3. (b) not to issue any debt, equity or other securities, without the prior written consent of Verdera (such consent not to be unreasonably withheld or delayed);

4. (c) not to take any action that would prevent the Transaction from being consummated on the terms contemplated by this Agreement; and

5. (d) to cooperate fully with Verdera and to use its reasonable efforts to complete the Transaction.

6. Verdera (including its directors and officers) hereby agrees from the date hereof until the earlier of the Closing or the Termination Date (as defined herein) not to initiate, propose, assist or participate in any activities or solicitations in furtherance of any Going Public Transaction (other than the Transaction).

7. The parties hereby agree to an exclusivity period from the date this letter of intent is executed by the Parties until the earlier of the Closing or the Termination Date during which time the Parties will not, directly or indirectly, initiate, solicit or encourage any offer or proposal, or engage in any negotiations or discussions or enter into any agreements that are alternative to or would impede the completion of the Transaction.

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No Press Release

1. Until the Closing, no press release or other statement regarding the Transaction or this Agreement shall be issued by either Party without the prior written consent of the other Party as to form, content, timing and manner of distribution or publication, provided that no Party shall be prevented from making any disclosure which is required to be made by law or pursuant to the applicable legislation and the rules and policies of the TSXV. Verdera acknowledges that POCML7 will be required to announce the execution of this Agreement by press release and describe the terms of the Transaction in its continuous disclosure filings in accordance with applicable Canadian securities laws and the rules and policies of the TSXV, provided POCML7 shall provide Verdera and its counsel the opportunity to review and comment on such press releases prior to dissemination.

Confidentiality; Access to Information

1. (a) Upon acceptance of this Agreement and until the completion of the transactions contemplated hereby or the Termination Date, each of POCML7 and Verdera will allow the other and its authorized representatives, including legal counsel and consultants, access to all information, books or records relevant for the purpose of the transactions contemplated herein. (b) Each of POCML7 and Verdera agree that all information and documents so obtained will be kept confidential and the contents thereof will not be disclosed to any person without the prior written consent of the disclosing party.

2. No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by any Party without the prior approval of POCML7 and Verdera as to timing, content and method, provided that the obligations herein will not prevent any Party from making, after consultation with the other Parties, such disclosure as its counsel advises is required by applicable law or the rules and policies of the TSXV.

3. Except with the prior written consent of the other Parties, each of the Parties hereto and their respective employees, officers, directors, shareholders, agents, advisors and other representatives will hold all information received from the other Party (including information received from the shareholders of Verdera) in strictest confidence including Confidential Information, except such information and documents available to the public or as are required to be disclosed by applicable law.

4. All such information in written form and documents will be returned to the Party originally delivering them in the event that the transactions provided for in this Agreement are not consummated.

5. The terms of sections 18(b), 19, 20, 21 and 22 shall survive termination of this Agreement for a period of two years from the Termination Date.

Termination and Survival

1. This Agreement shall terminate with the Parties having no obligations to each other, other than the obligations specifically described herein, on such date (the " Termination Date ") in which any of the following events occurs:

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3. (a) where due diligence conducted by a Party on the other Party discloses circumstances that would make it impossible for a Party to close the transaction and such Party informs the other in writing of its desire to terminate this Agreement;

4. (b) a condition precedent set out in Section 13 has not been met or is incapable of being met and the Party in whose favour such condition precedent exists does not waive such condition precedent in accordance with Section 13 and such Party informs the other in writing of its desire to terminate this Agreement;

5. (c) upon the date on which Verdera and POCML7 mutually agree to terminate this Agreement in writing;

6. (d) upon the 10^th Business Day after the date on which written notice by a Party is given to the other Party if a material adverse change has occurred in the other Party or if the other Party has breached any representation, warranty or covenant under this Agreement and such material adverse change or breach is not remedied to the satisfaction of the terminating Party, acting reasonably, within 10 Business Days of receipt of such notice; or

7. (e) automatically upon execution and delivery of the Definitive Agreement,

provided, however, that the termination of this Agreement shall not affect the liability of a Party for breach of this Agreement prior to such termination.

Miscellaneous

1. All dollar amounts expressed herein are in Canadian currency, unless otherwise specified.

2. All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery, email transmission or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows:

in the case of notice to be given to POCML7, be addressed to:

POCML 7 Inc. 130 King Street West, Suite 2210 Toronto, Ontario M5X 1E4

Attention: David D’Onofrio Email: [redacted]

and a copy to (which shall not constitute notice):

Irwin Lowy LLP Attention: Chris Irwin Email: [redacted]

and, in the case of notice to be given to Verdera, be addressed to:

Verdera Energy Corp. c/o 1200 – 750 W. Pender Street

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Vancouver, BC V6C 2T8

Attention: Janet Lee Sheriff, Chief Executive Officer Email: [redacted]

and a copy to (which shall not constitute notice):

Morton Law LLP Attention: Edward Mayerhofer, Partner Email: [redacted]

or at such other address as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communications shall be deemed to have been received, if sent by email, on the first Business Day after sending or, if sent by registered mail, on the fifth Business Day after mailing or, if delivered, upon the date of delivery.

1. This Agreement will be binding upon, and will enure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns. No assignment of this Agreement will be permitted without the consent of the other party.

2. This Agreement:

3. (a) constitutes the entire agreement, and supersedes all other prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof;

4. (b) is not intended to confer upon any other Person any rights or remedies hereunder; and

5. (c) shall be governed in all respects, including validity, interpretation and effect, by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to the principles of conflict of laws thereof.

6. This Agreement may be executed and delivered by the Parties in one or more counterparts by a facsimile copy thereof and all such counterparts or facsimile counterparts will be an original, and those counterparts will together constitute one and the same instrument.

7. Each Party will bear its respective costs, including all fees and expenses of agents, representatives, legal counsel and accountants, incurred with the transactions contemplated herein and will, at its own cost, execute and deliver any further agreements and documents and provide any further assurances as may be reasonably required by the other Party to give effect to this Agreement and, without limiting the generality of the foregoing, will do or cause to be done all acts and things, execute and deliver or cause to be executed and delivered all agreements and documents and provide any assurances, undertakings and information as may be required from time to time by all Governmental Authorities, the TSXV or as may be required from time to time under applicable securities legislation.

8. POCML7 will grant Verdera and its counsel consent to deal directly with the TSXV, and counsel to Verdera will lead on document preparation and filings with the TSXV with support from POCML7 and its counsel. POCML7 will seek to transfer the listing office of the TSXV to

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Vancouver for the purposes of the Transaction only. POCML7 counsel will be provided with copies of all formal correspondence with the TSXV.

1. No supplement, modification, amendment, waiver, discharge or termination of this Agreement is binding unless it is executed in writing by the Party to be bound. No waiver of, failure to exercise or delay in exercising, any provision of this Agreement constitutes a waiver of any other provision (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

2. Each provision of this Agreement is distinct and severable. If any provision of this Agreement, in whole or in part, is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity or enforceability of the remaining provisions of this Agreement, or the legality, validity or enforceability of that provision in any other jurisdiction.

3. Time is of the essence in all respects of this Agreement.

4. The following Schedules are attached to and incorporated by reference into this Agreement:

Schedule Subject Matter

A Definitions and Rules of Interpretation B Pro-Forma Capitalization of Resulting Issuer

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Each of the Parties has executed and delivered this Agreement as of the date first written above.

POCML 7 INC.

By: “David D’Onofrio” (signed)

Name: David D’Onofrio Title: Director

VERDERA ENERGY CORP.

By: “Janet Lee Sheriff” (signed) Name: Janet Lee Sheriff Title: Chief Executive Officer

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SCHEDULE A DEFINITIONS AND RULES OF INTERPRETATION

Definitions

In this Agreement, in addition to terms defined elsewhere in this Agreement, the following terms have the following meanings:

" Agreement " means this binding agreement, including all Schedules, as it may be supplemented or amended by written agreement between the Parties.

" Business Day " means any day excluding a Saturday, Sunday or statutory holiday in the Province of Ontario or British Columbia and also excluding any day on which the principal chartered banks located in the City of Toronto or Vancouver are not open for business during normal banking hours.

" Verdera Material Adverse Effect " means a material adverse effect on the business or financial position, condition, assets or properties of Verdera and its Subsidiaries reasonably to be expected to result in losses, individually or in the aggregate, of $250,000 or could reasonably be expected to have a materially adverse effect on the ability to operate or conduct the business of Verdera or any Subsidiary in the manner in which it is currently operated.

" Confidential Information " means information, whether in written or electronic form, or committed to memory, that is of a proprietary or confidential nature, or not generally available to the public, relating to Verdera or POCML7 or any Subsidiary thereof.

" Going Public Transaction " means the completion by Verdera of each of the items listed under either (i) or (ii) below:

• (i) an initial public offering by Verdera in Canada of Verdera Common Shares (a " Public Offering ") with a concurrent listing on a recognized Canadian stock exchange; or

• (ii) (A) a transaction which provides holders of the Verdera Common Shares with comparable liquidity that such holders would receive provided the Public Offering occurs, whether by means of a reverse take-over, merger, amalgamation, arrangement, take-over bid, insider bid, reorganization, joint venture, sale of all or substantially all assets, exchange of assets or similar transaction or other combination with a public corporation; and

• (B) obtaining a listing of the Verdera Common Shares on a recognized stock exchange in Canada.

" Governmental Authority " means any federal, provincial, state, local, municipal, regional, territorial, aboriginal, or other government, governmental or public department, branch, ministry, or court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory or taxing authority or power of any nature as well as any quasigovernmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them.

" OBCA " means the Business Corporations Act (Ontario).

A-2

" POCML7 Material Adverse Effect " means a material adverse effect on the business or financial position, condition, assets or properties of POCML7 and its Subsidiaries reasonably to be expected to result in losses, individually or in the aggregate, of $50,000 or could reasonably be expected to have a materially adverse effect on the ability to operate or conduct the business of POCML7 or any Subsidiary in the manner in which it is currently operated.

" Person " means an individual, body corporate, sole proprietorship, partnership, trust, unincorporated association, unincorporated syndicate, unincorporated organization, or another entity, and a natural person acting in his or her individual capacity or in his or her capacity as executor, trustee, administrator or legal representative, and any Governmental Authority.

" Subsidiary " has the meaning given to that term in the OBCA.

" TSXV " means the TSX Venture Exchange.

Certain Rules of Interpretation

1. The division of this Agreement into sections, the insertion of headings and the provision of a table of contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement.

2. References in this Agreement to an Article, Section or Schedule are to be construed as references to an Article, Section or Schedule of or to this Agreement.

3. Unless otherwise specified in this Agreement, time periods within which or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period begins and including the day on which the period ends. If the last day of a time period is not a Business Day, the time period will end on the next Business Day.

4. Unless otherwise specified, any reference in this Agreement to any statute includes all regulations made under or in connection with that statute from time to time, and is to be construed as a reference to that statute as amended, supplemented or replaced from time to time.

5. In the event of any inconsistency between the statements in the body of the Agreement and the Schedules, the statements in the body of the Agreement shall prevail.

6. In this Agreement, unless otherwise expressly stated, all dollar amounts refer to Canadian dollars.

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SCHEDULE B PRO-FORMA CAPITALIZATION OF RESULTING ISSUER

(1) Does not include warrants that may be issued to brokers or finders in connection with the QT Financing.