VERDE RESOURCES, INC.

Verde Resources, Inc. operates at the convergence of the sustainable building materials and carbon removal industries, with a focus on road construction technologies. The global road construction and maintenance market was estimated at approximately $777.7 billion in 2025 and is projected to reach approximately $979.1 billion by 2032 ¹. The building materials industry is highly fragmented, comprising large publicly traded corporations and privately held firms, and competition is based on cost, scale, logistics, and supply chain efficiency ². The carbon dioxide removal market is emerging as a critical component of global climate mitigation strategies, with a shift toward higher-integrity, durable carbon removal solutions ³. The United States consumes approximately between 350 million and 500 million tons of asphalt annually ⁴.

The company's primary competitive advantage lies in its ability to embed carbon removal directly into essential infrastructure products like roads and generate verified carbon removal credits from every mile paved ⁵. Management believes the company is among the first to successfully commercialize asphalt-integrated biochar with verified carbon credits in the U.S. ⁶. At this time, the company is not aware of any other company commercializing engineered biochar specifically designed for road construction applications, particularly in a pelletized form optimized for integration into asphalt mixtures ⁷. The company's strategic collaboration with Ergon, a large and established player in the road materials industry, is expected to help manage competitive pressures ⁸.

The company generates revenue through a licensing and supply model, combining technology licensing, strategic collaborations, and the supply of proprietary engineered biochar and related technologies ⁹. The business model is asset-light, creating recurring revenue streams through licensing, sales, royalties, carbon monetization, and strategic relationships ¹⁰. The company's primary customer segments include state Departments of Transportation, local municipalities, U.S. federal agencies, and private sector contractors and developers ¹¹. The company's role is to supply engineered biochar and provide technical support, while partners like Ergon leverage their existing customer base and manufacturing capabilities to lead commercialization efforts ¹².

The company's core product is BioAsphalt, a cold recycling mix incorporating 100% reclaimed asphalt pavement, proprietary engineered biochar, and an engineered cationic emulsion manufactured by Ergon ¹³. In September 2025, NCAT's laboratory testing demonstrated that the 100% RAP BioAsphalt cold recycling formulation met or exceeded applicable industry specifications, showing superior cohesion, high tensile strength ratio, and retained stability compared to standard cold mix benchmarks ¹⁴. The company also holds the exclusive North American license for Verde V24, an emulsifying agent developed for cold mix BioAsphalt, though the current go-forward commercialization strategy with Ergon does not contemplate its use ¹⁵. TerraZyme is a proprietary enzyme-based catalyst for soil stabilization, currently undergoing performance evaluation at the NCAT Test Track ¹⁶.

The company provides carbon credit management services to support the generation, verification, issuance, and commercialization of carbon removal credits associated with the permanent sequestration of biochar in asphalt ¹⁷. The company's BioFraction facility in Sabah, Borneo, uses pyrolysis to convert palm oil waste into biochar and other renewable byproducts, with expected production of up to 1,080 tons of biochar the first year and 1,350 tons annually thereafter ¹⁸. The facility was set to dormant status to prioritize U.S.-based proof of concept testing, but the company anticipates restarting and ramping up operations during 2027 ¹⁹.

During fiscal year 2026, the company entered into an exclusive licensing agreement with Ergon on October 10, 2025, for the production of asphalt surface course material containing its proprietary solution across North America ²⁰. On November 3, 2025, the company and Ergon completed a $2 million strategic Common Stock and warrant investment in the company ²¹. On March 16, 2026, the company executed a supply agreement with Biochar Solutions LLC to supply specially engineered biochar ²². On April 27, 2026, the company announced a strategic collaboration with Isometric to accelerate the certification and commercialization of engineered biochar ²³. On July 1, 2026, the company entered into a Master Commercialization and Collaboration Agreement with Ergon, establishing the company as Ergon's preferred vendor of engineered biochar ²⁴.

For the fiscal years ending June 30, 2026 and 2025, the company reported net losses of approximately $3.44 million and $4.78 million, respectively ²⁵. At June 30, 2026, the company had an accumulated deficit of approximately $21.71 million ²⁶. The company has never been profitable and has incurred significant losses and cash flow deficits ²⁷.

The company's primary growth vector is the commercialization of its engineered biochar and BioAsphalt technology through its strategic relationship with Ergon in North America. The company plans to expand operations and generate revenue primarily through marketing and selling its proprietary biochar and road technologies to and through Ergon, with an initial focus on the United States ²⁸. Production planning has commenced, with distribution anticipated through Ergon's established sales channels, reaching asphalt mixing plants across the United States, Canada, and Mexico ²⁹. The company expects Project #1 under the MCCA to commence immediately and continue over the next several years as the Initial Product is manufactured, tested in pilot programs, and commercialized ³⁰.

A second growth vector is the expansion into Southeast Asia, beginning with Singapore. The company's wholly-owned Singapore subsidiary, VRAPPL, entered into a Memorandum of Understanding with Highway International Pte. Ltd. on August 26, 2026, establishing a framework for the proposed deployment, validation, commercialization, and licensing of the engineered biochar carbon platform in Singapore ³¹. The parties intend to collaborate on an initial pilot project with Singapore's Land Transport Authority, with Highway expected to lead the pilot and VRAPPL providing operational and technical support ³². Subject to successful pilot validation and LTA sign-off, the parties intend to pursue an exclusive licensing arrangement in Singapore ³³. The company also plans to explore licensing its BioFraction intellectual property to qualified palm oil waste processors in Malaysia ³⁴.

The company's margin and cost outlook is centered on its asset-light business model, which is designed to enable scalable growth while minimizing capital intensity ³⁵. The company intends to leverage strategic commercial relationships to integrate its proprietary engineered biochar into road construction materials through existing industry supply chains, reducing barriers to adoption ³⁶. The company does not directly manufacture products or perform installation activities, which reduces its exposure to manufacturing-related costs ³⁷.

The company's operational outlook includes restarting and ramping up operations at its BioFraction facility in Sabah, Borneo during 2027 ³⁸. The facility is expected to support the production of biochar and other renewable products, with additional licensing and commercialization opportunities in Southeast Asia ³⁹. The company has established the required operational framework and obtained the necessary licenses, permits, and approvals to recommence production activities at the facility ⁴⁰. The company also plans to build a diversified and scalable biochar supply network through intellectual property licensing, strategic collaborations, and offtake agreements ⁴¹.

The company's capital allocation strategy focuses on investing in technology development, engineered biochar production and supply, carbon credit generation services, and continued innovation of its product platform ⁴². The company intends to invest more in registered patent protection as it grows, to the extent such protection is superior to trade secret protection ⁴³. The company does not currently pay a dividend, and the filing does not disclose specific R&D spending levels, capital expenditure plans, or share repurchase authorizations.

A key headwind is the company's dependence on Ergon for commercialization, as a significant portion, and potentially substantially all, of near-term revenues will depend on Ergon's ability and willingness to utilize the company's engineered biochar ⁴⁴. Under both the MCCA and Ergon License, Ergon is not currently required to purchase any minimum amounts of biochar or Verde V24, and any future purchase requirements remain subject to negotiation ⁴⁵. The company also faces challenges related to the adoption of new technologies due to entrenched industry practices, complex regulatory frameworks, and performance expectations tied to long-established standards ⁴⁶.

Another constraint is the company's dependence on BSL for its supply of engineered biochar in the United States, as BSL serves as the exclusive supplier of engineered biochar for asphalt and road construction applications in the U.S. ⁴⁷. Any disruption in the ability to obtain biochar from BSL could impair the company's ability to perform under the Ergon License and MCCA ⁴⁸. The company also faces risks related to its limited operating history and the unproven nature of its business model, which makes it difficult to evaluate its ability to generate future revenue and earnings ⁴⁹.

The company is highly dependent on its relationship with Ergon, as a significant portion, and potentially substantially all, of near-term revenues will depend on Ergon's ability and willingness to utilize the company's engineered biochar and successfully commercialize products incorporating its technology ⁵⁰. Under both the MCCA and Ergon License, Ergon is not currently required to purchase any minimum amounts of biochar or Verde V24, and any future purchase requirements remain subject to negotiation ⁵¹. The company is also substantially dependent on BSL for its supply of engineered biochar in the United States, and any loss of such supply could materially adversely affect the business ⁵². The company has a history of operating losses, with net losses of approximately $3.44 million and $4.78 million for fiscal years 2026 and 2025, respectively, and an accumulated deficit of approximately $21.71 million at June 30, 2026 ⁵³. The company has not funded certain amounts required under its agreement with C-Twelve, including a $1 million exclusive licensing fee and a $2 million loan, which could result in disputes or adverse consequences ⁵⁴. The company's proprietary rights to key technologies are held as trade secrets, and it faces significant risks related to its limited ability to enforce confidentiality or claim misappropriation ⁵⁵.

Management's message emphasizes the company's mission of enabling the #TransitiontoZero and its position at the forefront of sustainable innovation in the construction and building materials sector ⁵⁶. The strategic roadmap, called the Verde Net Zero Blueprint, has achieved significant milestones, including the issuance of the world's first carbon removal credit from asphalt production and application, certified by Puro.earth, in April 2025 ⁵⁷. Management highlights the successful laboratory-level validation by NCAT of the BioAsphalt 100% RAP cold recycling mix, which met or exceeded applicable industry specifications ⁵⁸. The company's growth strategy is focused on establishing strategic commercial relationships with organizations like Ergon that possess the infrastructure, market access, and operational capabilities necessary to support adoption and deployment at scale ⁵⁹. Management emphasizes the asset-light business model, which enables scalable growth while minimizing capital intensity, and the plan to license the Verde Net Zero Blueprint globally, targeting infrastructure and materials companies in countries aligned with the Paris Climate Agreement ⁶⁰.