| COMMITMENTS AND CONTINGENCIES |
NOTE
22 - COMMITMENTS AND CONTINGENCIES
Future
commitments with regards to repayment of lease liabilities are disclosed in Notes 13.
Apart
from the above, as of June 30, 2026, the Company had the following commitments to issue shares as follows:
SCHEDULE OF CAPITAL COMMITMENT
| Financial
year ended June 30, 2027: | |
Fixed
dollar
amounts
(1) | |
| Nam Tran | |
$ | 100,000 | |
| Raymond Powell | |
| 100,000 | |
| Dale Ludwig | |
| 60,000 | |
| Michelle Yanez | |
| 19,000 | |
| | |
| | |
| Total | |
$ | 279,000 | |
| |
(1) |
Represents future share-based
compensation awards pursuant to respective service agreements and related addenda. The awards are based on fixed dollar amounts and
remain subject to final Board approval. See Note 21 for additional disclosures related to individual agreements. |
| Financial year ended
June 30, 2027: | |
Shares | |
| Jeremy P. Concannon | |
| 1,350,000 | |
| | |
| | |
| Total | |
| 1,350,000 | |
| |
(1) |
Represents the third tranche
of 1,350,000 shares for the service period beginning August 1, 2026, pursuant to the Concannon Service Agreement. Issuance of third
tranche of shares remains subject to final Board approval. See Note 21 for additional disclosures related to the individual agreements. |
In
addition to the share-based compensation commitments summarized above, the Company was subject to the following contractual commitments
and contingencies as of June 30, 2026:
| |
● |
Commitment to cancel 375,000
shares of Common Stock pursuant to a service agreement and related Service and Stock Cancellation Agreement with EMGTA LLC, as disclosed
in Note 15. |
| |
|
|
| |
● |
Commitment to make quarterly
advance payments of $62,500 from July 2026 through December 2026 in support of the three-year performance testing project titled “Structural
Capacity of Sustainable Pavement” pursuant to the agreement with NCAT at Auburn University dated June 27, 2024. |
| |
|
|
| |
● |
Commitment to issue 4,656,550
shares of Common Stock to Aegis Ventures Limited within three days following the Company’s Nasdaq listing pursuant to the consulting
services agreement entered into by Verde Renewables on November 29, 2024. |
VERDE
RESOURCES, INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
| |
● |
Pursuant to the C-Twelve
Agreement dated May 19, 2025 and related addendum dated October 8, 2025, Verde Renewables has committed to: (i) allocate to C-Twelve
a royalty equal to 3% of future carbon removal credits generated through the use of Verde-C-Twelve intellectual property; (ii) pay
an additional license fee of $1,000,000 for the expanded territories of Mexico and Canada; and (iii) provide a loan of not less than
$2,000,000, bearing interest at the lowest applicable federal rate, within 30 days following the successful listing of the Company’s
Common Stock on a U.S. national exchange. If such funding is not achieved by July 31, 2026, C-Twelve may, upon ten business days’
notice, assert a breach of the Joint Development Agreement. The required funding was not completed by July 31, 2026. See Note 23 –
Subsequent Events. |
| |
|
|
| |
● |
Commitment to allocate to
Ergon 40% of the Company’s share of carbon removal credits generated from qualifying BioAsphalt™ products, provided
such credits arise from bulk-mixed or packaged mixed products containing biochar purchased from the Company. |
|