Mr. Cristiano Veloso reports

VERDE AGRITECH LIMITED AND NAUTICA HOLDINGS LIMITED ANNOUNCE STRATEGIC TRANSACTION FOR HIGH-GRADE MAGNETIC RARE EARTHS EXPLORATION ASSETS

Verde Agritech Ltd. and Nautica Holdings Ltd., an Australian unlisted public company with $1-million (Australian) in cash available for investment, have executed a share sale agreement (SSA). Under the SSA, Nautica will acquire high-grade magnetic rare-earths exploration assets located in Brazil from Verde's subsidiary, Oby Rare Earths Pty. Ltd.

This strategic transaction enables Verde to realize value for its shareholders and positions Nautica as a significant player in the rare earths sector, capitalizing on increasing global demand for critical minerals. The $1-million (Australian) available in Nautica will be specifically allocated toward preparations for an IPO (initial public offering) on the Australian Securities Exchange (ASX), developing the project and advancing exploration.

Transaction overview

• Verde discovered high-grade rare-earth elements on its Brazilian mining concessions through reassessment of historical drill data (see Verde's press release from Oct. 7, 2024).
• In late 2024, Verde incorporated Oby in Australia as a wholly owned subsidiary to acquire and manage the exploration assets (see Verde's press release from Nov. 20, 2024).
• On Jan. 27, 2025, Verde shareholders were entitled to a pro-rata distribution of shares in Oby as part of a planned spinout of the exploration assets (record date) (see Verde's press release from Dec. 20, 2024).
• On or about March 31, 2025, Nautica agreed to acquire the exploration assets, comprising three primary targets -- Nau de Guerra, Balsamo and Alto da Serra -- collectively hosting a maiden mineral resource estimate of 1.35 billion tons averaging 3,437 parts per million (ppm) total rare-earth oxides (TREO) and 793 ppm magnet rare-earth oxides (MREO), using a 1,000 ppm TREO cut-off.
• The consideration for the exploration assets is the issuance of two billion shares in Nautica at one cent per share to Verde shareholders on the record date. Upon completion, Nautica will oversee these assets as the top-hat public company, with approximately 2.24 billion shares on issue. Postcompletion, Nautica proposes a share consolidation on a 1 for 45 basis and intends to rename itself Oby Critical Minerals Ltd.

The above capital structure does not include options to be issued to management and directors.

Transaction highlights:

• Acquisition of 100 per cent of Oby, holding four tenements in Minas Gerais state, Brazil -- an established mining district with existing infrastructure.
• Maiden resource compliant with JORC (Joint Ore Reserves Committee) 2012 edition and National Instrument 43-101 standards of 1.35 billion tons at 3,437 ppm TREO, 793 ppm MREO, 594 ppm Nd2O3, 172 ppm Pr6O11, 22 ppm Dy2O3 and five ppm Tb4O7 at a 1,000 ppm TREO cut-off, with exploration covering less than 50 per cent of prospective geological formation.
• Additional critical minerals (Rb, Hf, Nb, Ta, V, Ga, Sc) identified, presenting further potential economic value.
• Experienced management team with a proven record in project development and execution.

Strategic rationale

The transaction delivers long-term shareholder value for Verde's shareholders on the record date through the potential development of Oby. Simultaneously, it aligns with Nautica's vision to secure rare-earth minerals critical for global technological advancements, including electric vehicles, renewable energy and defence applications.

Strategic next steps

Following acquisition completion, Nautica will prioritize preparations for an IPO on the ASX. Concurrently, Nautica is actively evaluating alternative strategic options, including potential listings in New York or a direct asset sale. Preparing for an ASX IPO ensures flexibility to swiftly capitalize should alternative opportunities offer superior shareholder returns.

Strong market confidence:

Nautica's commitment of $1-million (Australian) of existing capital to the Oby rare-earths project underscores strong confidence in asset quality and potential. Deploying this capital in a challenging market highlights the project's significant economic value and demonstrates alignment with shareholder interests, effectively positioning Nautica for future exploration, resource expansion and project development.

Leadership structure and corporate governance

Following completion, the board and management of Nautica Holdings will be constituted as follows:

• Dr. Mike Etheridge -- independent non-executive chair;
• Andrew Whitten -- non-executive director;
• Cristiano Veloso -- managing director;
• Guido Pessoa -- environmental manager;
• Thiago Siqueira -- project manager.

Acknowledging potential concerns regarding dual roles, Mr. Veloso will serve as managing director of Nautica, ensuring initial strategic alignment and execution. Both Nautica and Verde have established robust governance measures addressing responsibilities and potential conflicts. Leadership structure will be continuously reviewed by independent directors following pre- and post-IPO completion and other ongoing strategic developments.

"This year marks the 20th anniversary since I founded Verde -- a journey shaped by strategic foresight and commitment to delivering shareholder value. Assuming a leadership role at Nautica Holdings is a carefully planned move, intended solely to ensure a robust start and immediate strategic alignment between both companies. Our exceptional senior management teams and seasoned boards at both Verde and Nautica provide a solid foundation that enables this arrangement to function effectively. I want to assure shareholders that this dual role will be continuously assessed by myself and the boards of both companies. As soon as a structure emerges that better serves the interests of both organizations and their stakeholders, we will implement that change without delay."

Shareholder information

Verde shareholders should contact their brokers directly to arrange the receipt of their share certificates in Nautica.

Conference call

The company will host a conference call to discuss the transaction on Monday, April 14, 2025, at 6 p.m. ET, corresponding to Tuesday, April 15, 2025, at 8 a.m. (AEST).

About Verde Agritech Ltd.

Verde is an agricultural technology company that produces potash fertilizers. The company's purpose is to improve the health of all people and the planet. Rooting the company's solutions in nature, Verde makes agriculture healthier, more productive and profitable.

Verde is a fully integrated company: it mines and processes its main feedstock from its 100-per-cent-owned mineral properties, then sells and distributes the product.

We seek Safe Harbor.