STRATEGIC COMMERICAL AGREEMENTS

12 Months Ended

Jun. 30, 2026

NOTE 3 – STRATEGIC COMMERICAL AGREEMENTS

Biochar Solutions LLC

Supply agreement

On March 14, 2026, the Company’s subsidiary, Verde Renewables, entered into the BSL Supply Agreement with Biochar Solutions LLC (“BSL”), pursuant to which BSL will manufacture, supply, distribute, and white label engineered biochar for incorporation into Verde Renewables’ and its customers’ (including Ergon’s) products, with both parties intending for this BSL Supply Agreement to serve as the foundation of a binding commercial agreement governing long term biochar supply, carbon credit revenue sharing, joint technology development, and related commercialization activities.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Under the terms of the BSL Supply Agreement, BSL will initially supply up to 38,500 U.S. tons of biochar annually (the “Initial Supply”) to support the Company’s engineered product portfolio and carbon credit strategy, for which BSL warrants and will ensure that at least 50% of such Initial Supply will qualify for carbon removal credit generation. In compensation for the provision of the Initial Supply, Verde Renewables will pay BSL on a per-ton basis based upon the type of biochar that is supplied, with per-ton pricing to be mutually established and reviewed annually. Additionally, under the BSL Supply Agreement, Verde Renewables and BSL agree to share the carbon removal credits generated from the incorporation of BSL Biochar into Verde Renewables’ asphalt and other products, and any revenues derived from the sale, transfer, or monetization of such carbon removal credits to third parties shall likewise be shared.

The agreement provides for collaboration relating to the development and protection of certain engineered biochar intellectual property. The agreement may be terminated by either party upon 60 days’ written notice or earlier upon an uncured material breach.

First Amendment to the Biochar Supply Agreement

On June 30, 2026, Verde Renewables and BSL entered into a First Amendment to the BSL Supply Agreement (the “First BSL Amendment”). Verde Renewables entered into the First BSL Amendment in part to facilitate Verde Renewables’ provision of engineered biochar to Ergon under the Master Commercialization and Collaboration Agreement (the “MCCA”).

Pursuant to the terms of the First BSL Amendment, Verde Renewables and BSL have agreed that:

	1.	The Initial Supply of up to 38,500 U.S. tons of biochar to be provided by BSL to Verde Renewables shall be subject to increase upon Verde Renewables’ request (subject to good faith discussions and mutual agreement of the parties) based on, among other factors, the requirements of our customers or commercial collaborators (including, without limitation, Ergon).

	2.	All biochar supplied to Verde Renewables or its customers or commercial collaborators shall be supplied by BSL on a “white label” basis, meaning, utilizing only Verde Renewables’ trademarks, trade names, logos, labels, and other proprietary branding elements.

	3.	Verde Renewables and BSL will jointly file for U.S. and/or international patent protection for the Designer-Blend Char formulation developed by the parties to optimize the performance of our BioAsphalt^™, with all patent rights to be owned jointly by the parties on an undivided equal partial interest basis.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Ergon License

License Agreement

On October 10, 2025, Verde Renewables entered into a license agreement with Ergon (the “Ergon License”), pursuant to which the Company granted Ergon an exclusive, non-transferable license to use, manufacture, commercialize, market, sell and distribute any product that contains or is manufactured or formed by Ergon using the Company’s proprietary cold mix biochar asphalt emulsifying agent, Verde V24, (which the Company exclusively licenses in North America from C-Twelve) in the U.S. (including its territories), Canada and Mexico, in exchange for Ergon agreeing to purchase Verde V24 from the Company at a fixed price.

The Company has agreed with Ergon to an initial fifteen (15) month “go-to-market period”, during which no minimum purchase requirements apply.

The Company has also agreed to provide Ergon with forty percent (40%) of its share of the carbon removal credits generated from the mixing of the final carbon sequestering BioAsphalt^™ surface material, so long as:

	1.	the carbon removal credits are generated from bulk mixing or packaged mixed product, and

	2.	the mixing of the final BioAsphalt^™ surface material includes biochar purchased from the Company.

The Ergon License additionally grants Ergon the right to use the Company’s trademarks and access to ongoing technical services to facilitate the monitoring, reporting, and verification process of each ton of carbon dioxide sequestered.

The term of the Ergon License is ten (10) years, with an automatic renewal for additional ten (10) year periods, subject to a minimum of six (6) months’ notice of cancellation prior to renewal. The Ergon License may be terminated in the event of non-payment of amounts due, initiation of bankruptcy proceedings, or under other customary terms.

Subsequent to fiscal year-end, the Company and Ergon determined that Verde V24 would not be utilized in their go-forward commercialization strategy. The Company’s current commercialization efforts with Ergon are instead focused on combining Ergon’s asphalt liquids with the Company’s engineered biochar for multiple road applications.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

C-Twelve License

On May 19, 2025, the Company and C-Twelve Pty Ltd. (“C-Twelve”) entered into a definitive agreement, namely the Joint Development Agreement (“C-Twelve Agreement”) pursuant to which the Company obtained an exclusive 10 year license commencing May 19, 2025, to utilize certain proprietary binder and biochar asphalt technologies within the United States.

On October 8, 2025, the agreement was amended to expand the licensed territory to include Canada and Mexico. Under the amended agreement, the Company is required to pay an additional license fee of $1.0 million and provide financing of not less than $2.0 million to C-Twelve, subject to the terms of the agreement. In addition, the Company agreed to provide C-Twelve with certain future carbon-credit related royalties and may be required to make additional contingent payments based on future purchase volumes. The Company is required to fund the C-Twelve Loan and the additional $1 million fee to C-Twelve (the proceeds of which are expected to be used by C-Twelve in part to enhance its Verde V24 manufacturing capability) within thirty (30) days of closing of a transaction in which the Company’s Common Stock becomes listed on a U.S. national exchange, provided that if such funding is not achieved by July 31, 2026, C-Twelve shall have the right, on ten (10) business days’ notice, to hold the Company in breach of the C-Twelve Agreement. As of the date of this Annual Report, the amounts due to be paid to C-12 remain outstanding.

The required funding was not completed by July 31, 2026. See Note 23 – Subsequent Events for additional information regarding the C-Twelve funding commitment and subsequent developments.

Nature Plus Inc.

On August 14, 2024, the Company entered into a Memorandum of Understanding (the “NPI MOU”) with Nature Plus Inc. (“NPI”) relating to the evaluation and development of TerraZyme technology and other sustainable road construction applications. The arrangement includes collaboration on testing, product development and potential future commercialization opportunities. The NPI MOU remains effective through December 31, 2026, unless replaced by a definitive agreement.

VERDE RESOURCES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On October 16, 2024, the Company formed a new subsidiary, VerdePlus Inc. (“VerdePlus”), a Missouri corporation in partnership with NPI for the purpose of conducting business on the production of low-carbon building materials by integrating the Company’s expertise and the innovative intellectual property of NPI. The Company and NPI owned 55% and 45% of VerdePlus, respectively.