| SCHEDULE OF SHARE BASED CONSIDERATION ISSUED IN CONNECTION WITH LICENSING AND STRATEGIC COLLABORATION ARRANGEMENTS RELATED EXPENSE RECOGNIZED |
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.
|
| SCHEDULE OF SHARE BASED CONSIDERATION ISSUED IN CONNECTION WITH LICENSING AND STRATEGIC COLLABORATION ARRANGEMENTS RELATED EXPENSE RECOGNIZED |
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 |
|