Mr. Cristiano Veloso reports

VERDE ANNOUNCES EGM RESULTS, OBY RARE EARTHS TRANSACTION RECORD DATE, AND COST REDUCTIONS

Verde Agritech Ltd. held its extraordinary general meeting of shareholders on Friday, Dec. 20, 2024, at 300 Prof. Antonio Aleixo, Lourdes, Belo Horizonte, Minas Gerais, Brazil. The company is pleased to announce that all resolutions presented to shareholders have been approved. Additionally, Verde has set the record date for the distribution of interests in Oby Rare Earths Pty. Ltd. to shareholders of the company, marking a significant milestone in its strategic growth.

Record date for Oby rare earth and capital reduction

The company established the record date for the distribution of interests in Oby for Jan. 27, 2025, in compliance with regulatory requirements, ensuring the minimum notice period of five trading days prior to the earliest possible completion date of the share capital reduction process.

The distribution will transition the Man of War project to an independent entity, Oby, enabling greater focus and autonomy for its development. This step allows Verde to focus exclusively on its core fertilizer operations while enabling Oby to focus on rare earth elements and correlated mineralization in the Man of War project. As part of this process, the company is conducting a share capital reduction, reducing the issued and paid-up share capital of the company by $350,000, taking into account the net book value of the Oby shares.

As informed in the management information circular published on Nov. 20, 2024, there will be a distribution of Verde's interests in Oby to the shareholders of the company by way of a capital reduction, in proportion to their respective shareholdings in the company, on the basis of one Oby share for every one ordinary share in the share capital of the company held by a shareholder on Jan. 27, 2025, disregarding fractional entitlements.

The capital reduction is currently in progress and is expected to be completed between Feb. 3 and Feb. 13, 2025, subject to the conclusion of all necessary approvals and procedural steps.

The spinoff of Oby will enable the focused development and progress of the Man of War project, which is composed of three targets hosting a maiden mineral resource estimate of 1.35 billion tons, with an average grade of 3,437 parts per million total rare earth oxides and 793 ppm magnet rare earth oxides, calculated using a 1,000 ppm TREO cut-off. It presents significant potential and warrants investment for its further development.

In first quarter 2025, Oby plans to raise funds aimed primarily at completing a scoping study and advancing environmental impact assessment. Verde shareholders who are accredited investors and interested in participating in this opportunity are encouraged to contact Verde directly at investor@verde.ag.

Cost reduction

As part of its continuing commitment to operational excellence, Verde has implemented a robust cost reduction initiative that is projected to achieve savings of up to 9.3 million reais in the coming year. This represents a 15-per-cent reduction in manageable costs, including both expenses and operational costs. The reduction has been accomplished through comprehensive renegotiations of supplier contracts, streamlining operations by reducing team size and eliminating middle management positions. Furthermore, the company has undertaken a thorough review of its internal processes to identify inefficiencies and implement targeted optimizations.

These measures are designed to enhance productivity, agility and long-term sustainability, while reducing costs.

"Operational efficiency, coupled with strict and effective management of costs and expenses, is essential to excel in today's challenging economic environment. At Verde, we will leverage the lessons and performance metrics of the past years to further evolve and achieve productivity excellence at reduced costs," stated Cristiano Veloso, founder and chief executive officer of Verde.

Resolutions passed at the 2024 extraordinary general meeting of shareholders

The results were as follows.

About Verde Agritech Ltd.

Verde is dedicated to advancing sustainable agriculture through the innovation of specialty multinutrient potassium fertilizers. Its mission is to increase agricultural productivity, enhance soil health and significantly contribute to environmental sustainability. Utilizing its unique position in Brazil, it 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. Its 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.

We seek Safe Harbor.