| SHARES ISSUED TO NONEMPLOYEES AND EMPLOYEES |
NOTE
21 – SHARES ISSUED TO NONEMPLOYEES AND EMPLOYEES
The
Company enters into consulting, employment, and advisory agreements pursuant to which compensation may be paid, in whole or in part,
through the issuance of shares of the Company’s Common Stock.
Share-based
awards issued under these arrangements are generally structured as separate equity awards with distinct grant dates corresponding to
final board approval. Shares are issued as fully vested and nonforfeitable upon grant; however, such awards are often granted in advance
of the performance of the related services. For certain arrangements, shares are awarded based on tranches covering varying service periods
within the entire service agreement. Each tranche represents a separate share-based award with a distinct grant date.
These
awards are legally issued, fully vested and nonforfeitable upon issuance, and the recipients obtain the same ownership rights as all
other holders of the Company’s Common Stock. Accordingly, the shares are recorded within stockholders’ equity upon issuance,
while the related prepaid share-based compensation is recognized as an asset and amortized over the applicable service period, in accordance
with ASC 718, as the related services are received.
If
the related services are not completed, the Company evaluates the remaining unamortized prepaid share-based compensation and will reverse
amounts associated with unperformed services. In such circumstances, the Company shall seek to negotiate the voluntary cancellation of
shares previously issued; however, such shares are not subject to contractual forfeiture, repurchase, or automatic cancellation provisions.
Compensation
expense associated with share-based awards is recognized over the applicable service period in accordance with ASC 718, regardless of
whether the shares were issued in advance of, or subsequent to, the commencement of services. The expense presented below represents
the amount recognized during the year ended June 30, 2026 related to each award.
Consulting
and Advisory Agreements
The
following table summarizes share-based consulting, advisory awards and related compensation expense recognized during the year ended
June 30, 2026. Unless otherwise indicated, the grant date represents the date of final Board approval and grant date for accounting purposes.
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
SCHEDULE
OF SHARE BASED CONSULTING ADVISORY AWARDS AND RELATED COMPENSATION EXPENSE RECOGNIZED
| Recipient | |
Shares | | |
Grant
Date | | |
Stock
Price | | |
Grant-Date
Fair Value | | |
Service
Period / Award Terms | |
FY2026
Expense | |
| Looi Pei See (1) | |
| 1,140,000 | | |
| 12/31/22 | | |
$ | 0.2000 | | |
$ | 228,000 | | |
Issued in advance of service period;
12/15/2022 to 12/14/2025 | |
$ | 34,741 | |
| Donald R. Fosnacht (2) | |
| 1,000,000 | | |
| 1/31/24 | | |
$ | 0.1340 | | |
$ | 134,000 | | |
Issued in advance of service period through
12/31/2025 | |
$ | 30,782 | |
| Dr. Raymond Powell (3) | |
| 1,000,000 | | |
| 7/1/25 | | |
$ | 0.0950 | | |
$ | 95,000 | | |
Second tranche service period; 5/1/2025 to
4/30/2026 | |
$ | 79,123 | |
| Dr. Nam Tran (3) | |
| 1,727,115 | | |
| 1/5/26 | | |
$ | 0.0579 | | |
$ | 100,000 | | |
Second tranche fixed-dollar award for service
period; 5/1/2025 to 4/30/2026 | |
$ | 83,288 | |
| Dale Ludwig (4) | |
| 1,727,115 | | |
| 1/5/26 | | |
$ | 0.0579 | | |
$ | 100,000 | | |
Second tranche; service period 5/1/2025 to
5/1/2026 | |
$ | 88,301 | |
| Aegis Ventures Limited, as
designated by AUM (5) | |
| 4,656,550 | | |
| 1/2/25 | | |
$ | 0.1600 | | |
$ | 745,048 | | |
Issued in advance of service period; 1/1/2025
to 12/31/2025 | |
$ | 375,586 | |
| Dr. Raymond Powell (3) | |
| - | | |
| - | | |
| - | | |
$ | 100,000 | | |
Third tranche fixed-dollar award for service
period; 5/1/2026 to 4/30/2027. Shares not issued as of 6/30/2026 | |
$ | 16,712 | |
| Dr. Nam Tran (3) | |
| - | | |
| - | | |
| - | | |
$ | 100,000 | | |
Third tranche fixed-dollar award for service
period; 5/1/2026 to 4/30/2027. Shares not issued as of 6/30/2026 | |
$ | 16,712 | |
| Dale Ludwig (4) | |
| - | | |
| - | | |
| - | | |
$ | 60,000 | | |
Third tranche fixed-dollar award for service
period; 5/1/2026 to 4/30/2027. Shares not issued as of 6/30/2026 | |
$ | 10,027 | |
| Christopher David Poorman
(6) | |
| 165,631 | | |
| 2/19/26 | | |
$ | 0.0483 | | |
$ | 8,000 | | |
Issued in advance of service period 1/2/2026
to 12/31/2026 | |
$ | 3,956 | |
| Technologies Apex, LLC (7) | |
| 3,975,155 | | |
| 2/19/26 | | |
$ | 0.0483 | | |
$ | 192,000 | | |
Issued in advance of service period 1/2/2026
to 1/1/2028 | |
$ | 47,407 | |
| Michelle
Yanez (8) | |
| - | | |
| - | | |
| - | | |
$ | 19,000 | | |
Expense related to service
period; 3/1/2026 to 6/30/2026. Shares not issued as of 6/30/2026 | |
$ | 19,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Total share-based compensation for year ended June 30, 2026 | |
$ | 805,635 | |
| |
(1) |
On December 15, 2022, the
Company entered into a Services Agreement with Looi Pei See (the “Looi Pei See Agreement”) to support the development of
retail markets in Malaysia and Singapore. The term of the Looi Pei See Agreement expired on December 14, 2025. |
| |
|
|
| |
(2) |
On October 23, 2023, the
Company, through Verde Renewables, entered into a Services Agreement (the “Fosnacht Agreement”) with Donald R. Fosnacht
to engage him as National Certification and Extensive BCR (Biochar Carbon Removal) Implementation Specialist to develop and implement
a comprehensive strategy to obtain national and regional certification and endorsement for carbon net-negative construction products
with high biochar content, encompassing asphalt, concrete, and soil stabilization as designated in the Fosnacht Agreement. The term
of the Fosnacht Agreement expired on December 31, 2025. |
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| |
(3) |
On April 20, 2024 and as
amended on June 29, 2024, the Company entered into two Services Agreements (the “NIE Agreements”) with Dr. Nam Tran and
Dr. Raymond Powell to serve as National Implementation Experts for Verde Renewables, to initiate connections with esteemed asphalt
contractors, identify potential partners, explore potential collaborations through their extensive networks in the asphalt industry
and recommend strategies to capitalize on emerging opportunities as designated in the NIE Agreements. |
Under
the NIE Agreements, each consultant is entitled to receive 3,000,000 shares of Common Stock, to be granted in three separate tranches
of 1,000,000 shares each corresponding to successive twelve-month service periods beginning May 1, 2024. The term of the NIE Agreements
will remain effective until April 30, 2027, and both parties may renew their respective agreement, or enter into a new agreement as may
be mutually agreed on terms to be separately negotiated.
The
Company agreed that as part of the compensation package in the addendum to the NIE Agreement with Nam Tran, dated December 27, 2025 the
share issuance shall be based on a fixed dollar amount of $100,000 as set forth in the NIE Agreement, with the number of shares calculated
based on the applicable share price at the time of issuance.
| |
(4) |
On June 1, 2024 and as amended
June 29, 2024, the Company entered into a multi-year Services Agreement with Dale Ludwig (the “Ludwig Agreement”) to serve
as a Strategic Advisor to maintain and build strong relationships with policymakers at both state and federal levels, collaborate with
Missouri Department of Transportation, build relationships with MAPA members, collaborate with Missouri contractors to encourage the
use of the Company’s technologies, identify current biochar producers in Missouri and engage with the Missouri Department of
Economic Development. |
The
Ludwig Agreement provided for the issuance of 2,000,000 shares of Common Stock in three tranches (700,000, 700,000, and 600,000 shares),
each representing separate awards corresponding to successive service periods, which begins 11 months from June 1, 2024 and 12 months
from May 1, 2025, and May 1, 2026, respectively.
The
Company agreed that as part of the compensation package in the amended Ludwig Agreement, dated June 29, 2024 the share issuance shall
be based on a fixed dollar amount of $100,000, with the number of shares calculated based on the applicable share price at the time of
issuance.
| |
(5) |
On November 29, 2024, the
Company, through Verde Renewables entered into a Consulting Services Agreement (the “AUM Agreement”) to engage AUM Media
Inc (“AUM”), a Delaware corporation, to provide capital markets advisory, investor relations, and media relations services
in connection with the Company’s planned equity financing and anticipated Nasdaq uplisting. |
The
AUM Agreement provides for a monthly cash fee of $6,000, and the issuance of 9,313,100 shares (0.75% of the Company’s outstanding
shares as of November 29, 2024), which shares are issuable in two tranches: (i) 4,656,550 shares upon execution of the agreement, and
(ii) 4,656,550 shares upon Nasdaq listing.
| |
(6) |
On January 2, 2026, the Company,
through Verde Renewables, entered into a services agreement (the “Poorman Agreement”) with Christopher David Poorman to
engage him as Logistic & Deployment Consultant to the Company and its affiliates, including operational strategy, scaling, process
development, and safety, compliance, and risk management. |
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| |
(7) |
On January 2, 2026, the Company,
through Verde Renewables, entered into a services agreement (the “Apex Agreement”) with Technologies Apex, LLC for business
development and packaging strategy advisory services, including packaging optimization and design, marketing and branding, sales enablement,
and related strategic support. |
| |
|
|
| |
(8) |
On March 1, 2026, the Company,
through Verde Renewables, entered into a services agreement (the “Yanez Agreement”) with Michelle Yanez to serve as a senior
advisor to the Company on capital markets, finance, and SEC compliance matters, including advisory support in connection with a potential
Nasdaq uplisting and related exchange requirements, monitoring of Nasdaq compliance and SEC reporting obligations, assistance with
financial systems and internal controls, coordination with external auditors, and investor readiness support. |
The
Company agreed that 50% of the monthly salary will be paid in cash, with the remaining 50% to be settled in shares of the Company’s
Common Stock. The equity portion is based on a fixed monthly value of $4,750, with the number of shares issued calculated based on the
Company’s share price at the time of issuance, in accordance with the Yanez Agreement. As of the date of this Annual Report, the
shares of Common Stock have not been issued yet.
Employee
and Director Share Compensation
The
following table summarizes share-based compensation awards granted to employees and directors and related compensation expense recognized
during the year ended June 30, 2026.
SCHEDULE
OF SHARE BASED COMPENSATION AWARDS GRANTED TO EMPLOYEES AND DIRECTORS AND RELATED COMPENSATION EXPENSE
RECOGNIZED
| Recipient | |
Shares | | |
Grant
Date | | |
Stock
Price | | |
Grant
Date Fair Value | | |
Service
Period / Award Terms | |
FY
2026 Expense | |
| Eric Bava (1) | |
| 1,036,269 | | |
| 1/5/2026 | | |
$ | 0.0579 | | |
$ | 60,000 | | |
Second tranche; Service period
10/1/2024 to 9/30/2025; | |
$ | 15,123 | |
| Jeremy P. Concannon (2) | |
| 1,350,000 | | |
| 8/30/2024 | | |
$ | 0.2705 | | |
$ | 365,175 | | |
First tranche; service period 8/1/2024 to 7/31/2025 | |
$ | 31,015 | |
| Hannah Bruehl (3) | |
| 50,000 | | |
| 1/3/2025 | | |
$ | 0.1856 | | |
$ | 9,280 | | |
Service period 9/3/2024 to 9/2/2025 | |
$ | 1,627 | |
| Karl Strahl (4) | |
| 350,000 | | |
| 6/1/2025 | | |
$ | 0.0946 | | |
$ | 33,110 | | |
Service period 5/1/2025 to 4/30/2026 | |
$ | 27,577 | |
| Jeremy P. Concannon (2) | |
| 1,350,000 | | |
| 6/5/2026 | | |
$ | 0.0850 | | |
$ | 114,750 | | |
Second tranche; Service period 8/1/2025 to
9/30/2026; | |
$ | 105,004 | |
| Eric Bava (1) | |
| 1,036,269 | | |
| - | | |
| - | | |
| - | | |
Service period 10/1/2024 to 9/30/2025; expense
accrued before grant date based on estimated fair value | |
$ | 44,877 | |
| Hannah
Bruehl (3) | |
| 86,355 | | |
| 1/5/2026 | | |
$ | 0.0579 | | |
$ | 5,000 | | |
Service period 9/3/2025 to 9/2/2026 | |
$ | 4,123 | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Total share-based compensation for year ended June 30, 2026 | |
$ | 229,346 | |
| |
(1) |
On October 1, 2023, the Company
entered into an employment Agreement with Eric Bava, (the “Bava Employment Agreement”, as amended) with the Company’s
Chief Operating Officer. The Company agreed to issue 670,000 of the Company’s Common Stock annually to Eric Bava, upon completion
of each full year of service under the Bava Employment Agreement, as amended. The term of the Employment Agreement, as amended will
remain effective until September 30, 2032. |
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Pursuant
to the addendum to the Bava Employment Agreement dated August 29, 2025, the grant-date fair value of the share-based compensation for
the second year of service was established at $60,000.
| |
(2) |
On July 31, 2024, Verde Renewables
entered into Service Agreement with Jeremy P. Concannon, the Company’s Chief Growth Officer of the Company, effective from August
1, 2024 (the “Concannon Services Agreement”). |
Pursuant
to the Concannon Services Agreement, as amended on September 27, 2024, the Company agreed to issue a total of 4,050,000 shares of the
Company’s Common Stock to Jeremy P. Concannon over three tranches of 1,350,000 shares, with each tranche of shares to be issued
as compensation for each service period beginning 12 months from August 1, 2024, and 2025, and for 14 months from August 1, 2026, to
September 30, 2027, respectively. The term of the Concannon Service Agreement will remain effective until September 30, 2027, and both
parties may renew the agreement, or enter into a new agreement as may be mutually agreed on terms to be separately negotiated.
The
second tranche of 1,350,000 shares of Common Stock due to be issued to Mr. Concannon on August 31, 2025, has been issued To Me Concannon
on June 12, 2026.
| |
(3) |
On September 3, 2024, Verde
Renewables entered into Employment Agreement with Hannah Bruehl, the Company’s Chief of Staff (the “Bruehl Agreement”). |
The
Company agreed to issue 50,000 shares of Common Stock to Hannah Bruehl, as part of the compensation package in the Bruehl Agreement.
The
Company agreed that as part of the compensation package in the addendum to the Bruehl Agreement, dated December 27, 2025, the share issuance
shall be based on a fixed dollar amount of $5,000 as set forth in the Bruehl Agreement, with the number of shares calculated based on
the applicable share price at the time of issuance.
| |
(4) |
On May 1, 2025, the Company
entered into a director appointment agreement with Karl Strahl, which provides for the issuance of 350,000 shares of Common Stock |
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
License
Agreement
The
following table summarizes share-based consideration issued in connection with licensing and strategic collaboration arrangements and
related expense recognized during the year ended June 30, 2026.
SCHEDULE
OF SHARE BASED CONSIDERATION ISSUED IN CONNECTION WITH LICENSING AND STRATEGIC COLLABORATION ARRANGEMENTS RELATED EXPENSE
RECOGNIZED
| Recipient | |
Shares | | |
Grant
Date | | |
Stock
Price | | |
Grant
Date Fair Value | | |
Service
Period / Award Terms | |
FY
2026 Expense | |
| Sundeo
Pty Ltd, affiliate designated by C-Twelve (1) | |
| 1,500,000 | | |
| 6/1/2025 | | |
$ | 0.0946 | | |
$ | 141,900 | | |
Rights granted
under agreement; expense recognized from 5/19/2025 to 5/18/2035 | |
$ | 14,182 | |
| | |
| | | |
| | | |
| | | |
| | | |
| |
| | |
| Total expense for year ended June 30, 2026 | |
$ | 14,182 | |
| |
(1) |
On October 18, 2024, the
Company entered into a binding Term Sheet with C-Twelve, pursuant to which C-Twelve agreed to grant the Company: (i) an exclusive license
to utilize its proprietary binder and biochar asphalt mixed designs for the production and commercialization of asphalt surfacing-related
products within the U.S.; and (ii) a first right of refusal to extend the exclusive licensing of the Licensed Technology to other countries
and territories, subject to terms and conditions to be mutually agreed. |
On
May 19, 2025, the Company and C-Twelve entered into the definitive Joint Development Agreement, which formalized the licensing and collaboration
terms contemplated by the Term Sheet. The Term Sheet, is set to expire on May 31, 2025.
In
consideration for the rights granted under the C-Twelve Agreement, the Company agreed to issue 1,500,000 shares of the Company’s
Common Stock to C-Twelve within thirty (30) business days following the Effective Date, of which on June 1, 2025, the Company approved
and issued aforementioned shares to Sundeo Pty Ltd, an affiliate designated by C-Twelve.
The
Company determined that the share issuance represents compensation for services and other performance obligations associated with the
arrangement including licensing, development, and collaboration activities. Accordingly, the fair value of the shares is recognized as
expense over the service period of May 19, 2025 through May 18, 2035, in accordance with ASC 718.
Unrecognized
Stock-Based Compensation
Although
shares are issued as fully vested upon grant, certain awards are granted in advance of the performance of services. Accordingly, the
Company has unrecognized stock-based compensation cost related to services to be rendered in future periods.
As
of June 30, 2026 and 2025:
| |
● |
Nonemployee awards:
$274,683 and $581,338, respectively, to be recognized over a weighted-average period of 3.72 and 3.79 years remaining, respectively. |
| |
|
|
| |
● |
Employee and director
awards: $10,623 and $60,219, respectively, to be recognized over a weighted-average period of 0.10 and 0.60 years remaining, respectively. |
There
was no income tax benefit recognized in connection with stock-based compensation expenses.
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
|