Mr. Cristiano Veloso reports

VERDE ANNOUNCES MAN OF WAR RARE EARTHS PROJECT SPIN-OFF

Verde Agritech Ltd. has incorporated Oby Rare Earths Pty. Ltd. in Australia, which will independently advance the Man of War rare-earths project (MoW), subject to shareholder approval.

The MoW spinoff would allow Verde to concentrate exclusively on its core business: producing and commercializing low-carbon specialty fertilizers. The company will hold a special meeting of shareholders on Dec. 20, 2024, to vote on the approval of the Oby spinoff and the distribution of its shares to Verde's shareholders.

MoW's 3,640 metres of diamond core drilling have shown impressive results for magnetic and heavy rare earths in both grade and thickness. For detailed results, please refer to press releases from Oct. 7, Oct. 29 and Nov. 18, 2024.

The company has commissioned an independent resource calculation, expected to be completed by the end of 2024.

In light of the project's potential and the substantial investments required for its development, the board of directors has decided that it should be pursued by an entity independent of the company. As a result, Verde established Oby to independently focus on developing the MoW. The word Oby comes from Tupi Guarani. A native Brazilian Indian language and means green. Both praseodymium and neodymium, found in significant quantities at MoW, are bright green when isolated.

The company decided to incorporate Oby in Australia in order to facilitate a potential IPO (initial public offering) on the Australian Stock Exchange (ASX). The ASX has been the most active stock exchange in the rare earths and mining sector over the last few years. Nevertheless, Oby is evaluating other potential financing alternatives in both private and public markets.

Reduction of share capital

Verde proposes to distribute its interest in Oby to its shareholders through a capital reduction, proportionate to each shareholder's existing stake. Under this arrangement, each shareholder will receive one share in Oby for every ordinary share they hold in the company as of a record date and time to be determined by the board and disclosed via a press release. No payment and no other form of consideration will be required from the shareholders for the proposed distribution.

Appointment of new auditor

In order to save costs without compromising work quality Verde decided to change auditors from Ernst & Young LLP (EY) to RSM SG Assurance LLP (RSM) as the new independent auditor for the company.

In the special meeting, the change of auditor will also be voted on.

Requested by Verde, EY resigned as the company's auditor on Oct. 8, 2024. On behalf of the directors the company would like to thank EY for the work done and look forward to welcoming RSM as its new auditor.

This change is being pursued to align with the company's evolving business needs and to ensure that the company continues to receive high-quality audit services while also optimizing costs. RSM, with its extensive expertise in the agricultural and natural resource sectors, is well positioned to provide the necessary auditing services.

Special meeting of shareholders

The company will host a special meeting of shareholders on Friday, Dec. 20, 2024, at 9 a.m. Eastern Time. Subscribe using the link below to receive the conference details by e-mail.

Date:  Friday, Dec. 20, 2024

Time:  9 a.m. Eastern Time

The questions must be submitted in advance on-line up to 48 hours before the conference call.

About Verde Agritech Ltd.

Verde Agritech is dedicated to advancing sustainable agriculture through the innovation of specialty multinutrient potassium fertilizers. The company's mission is to increase agricultural productivity, enhance soil health and significantly contribute to environmental sustainability. Utilizing its unique position in Brazil, the company harnesses proprietary technologies to develop solutions that not only meet the immediate needs of farmers but also address global challenges such as food security and climate change. The company's commitment to carbon capture and the production of ecofriendly fertilizers underscores its vision for a future where agriculture contributes positively to the health of the planet.

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