Exhibit 10.3

AGENCY AGREEMENT

February 12, 2026

Verdera Energy Corp.

Suite 1200-750 West Pender Street

Vancouver, BC V6C 2T8

Attention: Janet Lee-Sheriff, Chairman, CEO and Director

and to:

POCML 7 Inc.

130 King Street West, Suite 2210

Toronto, Ontario M5X 1E4

Attention: David D’Onofrio, Director

Dear Sirs / Mesdames:

Re:      Private Placement of Subscription Receipts

The undersigned, Haywood Securities Inc. (“Haywood”) and SCP Resource Finance LP (“SCP” and, together with Haywood, the “Lead Agents”), as co-lead agents, and Stifel Nicolaus Canada Inc. and Jett Capital Advisors, LLC (together with the Lead Agents, the “Agents”), understand that Verdera Energy Corp. (the “Company”) and POCML 7 Inc. (“POCML7”) propose to create, offer, issue and sell, by way of private placement, (i) up to 20,000,000 subscription receipts of the Company (the “Verdera Subscription Receipts”), and (ii) up to 20,000,000 subscription receipts of POCML 7 (the “POCML7 Subscription Receipts” and collectively with the Verdera Subscription Receipts, the “Subscription Receipts”), at a price of $1.00 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of $20,000,000 (the “Offering”), subject to the terms and conditions of this Agreement. In addition, the Company and POCML7 hereby grant the Agents an option (the “Agents’ Option”) to sell, on behalf of the Company and POCML7, as applicable, up to an additional 15% of Subscription Receipts sold pursuant to the Offering, exercisable in whole or in part, at any time up to two business days prior to the final Closing Date (as defined below). The Agents shall have no obligation to exercise the Agents’ Option, in whole or in part.

The Subscription Receipts shall be created and issued pursuant to and be governed by a subscription receipt agreement dated February 12, 2026 (the “Subscription Receipt Agreement”) among the Company, POCML7, the Lead Agents and the Subscription Receipt Agent (as defined below).

Each Verdera Subscription Receipt will entitle the holder thereof to receive, upon automatic conversion in accordance with the terms of the Subscription Receipt Agreement, without payment of additional consideration or further action on the part of the holder thereof, and subject to adjustment as provided in the Subscription Receipt Agreement, one common share in the capital of the Company (each, a “Verdera Share”) upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions (as defined below) by the Release Deadline (as defined below).

Each POCML7 Subscription Receipt will entitle the holder thereof to receive, upon automatic conversion in accordance with the terms of the Subscription Receipt Agreement, without payment of additional consideration or further action on the part of the holder thereof, and subject to adjustment as provided in the Subscription Receipt Agreement, one post-Consolidation (as defined below) common share in the capital of POCML7 (each, a “POCML7 Share”) upon the satisfaction or waiver (to the extent such waiver is permitted) of the Escrow Release Conditions (as defined below) by the Release Deadline. The POCML7 Subscription Receipts and underlying post-Consolidation POCML7 Shares will be subject to a restricted period in accordance with applicable Securities Laws (as defined below).

The description of the Subscription Receipts herein is a summary only and is subject to the detailed provisions set forth in the Subscription Receipt Agreement. In case of any inconsistency between the description of the Subscription Receipts in this Agreement and the terms of the Subscription Receipts as set forth in the Subscription Receipt Agreement, the provisions of the Subscription Receipt Agreement shall govern.

The Verdera Shares are not currently listed on any stock exchange. The Agents understand that the Company has entered into an amalgamation agreement dated November 25, 2025 (the “Amalgamation Agreement”) with POCML7 and 1564752 B.C. Ltd., a wholly-owned subsidiary of POCML7 (“Subco”), pursuant to which, among other things, POCML7 will acquire (the “Acquisition”) all of the issued and outstanding Verdera Shares pursuant to a three-cornered Amalgamation (as defined below), which will constitute POCML7’s Qualifying Transaction (as defined in the policies of the TSXV (as defined below)) and result in the reverse take-over of POCML7 by the Company. In connection with the completion of the Acquisition (the “Acquisition Closing”), it is expected that POCML7 will change its name to “Verdera Energy Corp.”, or such other name as may be accepted by the relevant regulatory authorities and approved by Verdera and the board of directors of POCML7 (with POCML7, as of the Acquisition Closing, being the “Resulting Issuer”).

Prior to the completion of, and as a condition, to the Acquisition Closing, POCML7 will consolidate the POCML7 Shares on the basis of a ratio of one pre-consolidation POCML7 Share for every 0.656565 post-consolidation POCML7 Share (the “Consolidation”).

Concurrently with the Acquisition Closing, pursuant to the Amalgamation, each Verdera Share will be exchanged for one post-Consolidation common share in the capital of the Resulting Issuer (each, a “Resulting Issuer Share”).

In connection with the completion of the Acquisition, the Resulting Issuer Shares will be listed (the “Listing”) on the TSX Venture Exchange (the “TSXV”), and the conditional approval of the Listing by the TSXV is a condition to the completion of the Acquisition. The completion of the Offering will also be subject to receipt of all necessary regulatory and corporate approvals.

On the Closing Date, the gross proceeds of the Offering, less 50% of the Agents’ Commission (as defined below) and the Agents’ Expenses (as defined below) incurred up to the Closing Date (collectively, the “Net Escrowed Proceeds”), will be delivered to and held in escrow pursuant to the terms of the Subscription Receipt Agreement by the Subscription Receipt Agent and invested in an interest bearing account, or in any other manner as may be provided for under the Subscription Receipt Agreement (with the Net Escrowed Proceeds, together with any Earned Interest (as defined below) thereon, if any, being the “Escrowed Funds”).

If the Subscription Receipt Agent receives the Release Notice by 5:00 p.m. (Toronto time) on the date that is 90 days after the Closing Date of the Offering (subject to a one time extension of 30 days if mutually agreed upon between the Company and the Lead Agents (on behalf of the Agents) (the “Release Deadline”),: (a) the Subscription Receipt Agent will release: (i) to or as directed by the Lead Agents, the remaining 50% of the Agents’ Commission and any Earned Interest thereon plus the amount of all Agents’ Expenses incurred between the Closing Date and the date the Escrowed Funds are released from escrow (the “Escrow Release Date”), and (ii) the balance of the Escrowed Funds to, or as directed by, the Company; and (b) (i) each Verdera Subscription Receipt will be automatically converted into one Verdera Share without payment of additional consideration and without any further action on the part of the holder thereof, and (ii) each POCML7 Subscription Receipt will be automatically converted into one post-Consolidation POCML7 Share without payment of additional consideration and without any further action on the part of the holder thereof. The Company and POCML7 covenant and agree with the Agents that they will complete the Acquisition immediately following the time that the Escrow Release Conditions are satisfied or waived, unless otherwise agreed to, in writing, by the Lead Agents, acting reasonably.

If: (a) the Escrow Release Conditions are not satisfied by the Release Deadline; or (b) prior to the Release Deadline, either the Company or POCML7 advises the Lead Agents, in writing, or announces to the public that: (i) it does not intend to, or will be unable to, satisfy any one or more of the Escrow Release Conditions, or (ii) the Acquisition has been terminated or abandoned (any such event being, a “Termination Event”, and the date upon which any such event occurs being, the “Termination Date”), the Subscription Receipts will immediately be cancelled and will become null and void and of no further force or effect, and the Subscription Receipt Agent shall return, within two Business Days (as defined below) following the Termination Date, to each holder of Subscription Receipts an amount equal to: (a) the aggregate Issue Price for the Subscription Receipts held by such holder, plus the Earned Interest thereon, if any, minus (b) the amount of any applicable withholding Taxes, if any. If the amount of the Escrowed Funds is not sufficient for the Subscription Receipt Agent to refund to each holder of Subscription Receipts an amount equal to the aggregate Issue Price for the Subscription Receipts held by such holder, together with such holder’s respective pro rata share of the Earned Interest thereon (less any applicable withholding Taxes, if any), the Company will be responsible and liable for the aggregate amount of such shortfall (the “Shortfall Amount”), and shall immediately deposit the Shortfall Amount with the Subscription Receipt Agent for return to the holders of the Subscription Receipts on a pro rata basis, prior to the time at which the Escrowed Funds are to be returned by the Subscription Receipt Agent to such holders as described above.

Based on the foregoing and subject to the terms and conditions contained in this Agreement, each of the Company and POCML7 hereby appoint the Agents, and the Agents hereby severally, and not jointly, agree to act, as the sole and exclusive agents of the Company and POCML7, to arrange for the sale of Subscription Receipts on behalf of the Company and POCML7 on a “commercially reasonable efforts” private placement basis, without underwriter liability, to Purchasers (as defined below), resident in the Selling Jurisdictions (as defined below) and in those jurisdictions outside of Canada as may be agreed to by the Company, POCML7 and the Lead Agents, acting reasonably, where the Subscription Receipts may be lawfully sold pursuant to the terms and conditions of the Offering. It is understood and agreed by the Company that the Agents shall act as agents only, are under no obligation to purchase any of the Subscription Receipts, and have not committed to sell a minimum amount under the Offering, although the Agents may subscribe for the Subscription Receipts if they so desire.

It is understood and agreed that the Company and POCML7 shall be entitled to offer and sell Subscription Receipts pursuant to the Offering to certain subscribers on a president’s list as agreed to in writing between the Company, POCML7 and Haywood (the “President’s List Purchasers”); provided, however, that (a) the Agents and any Selling Firm (as defined below) shall not be required to conduct a suitability review in respect of sales to President’s List Purchasers and may, upon reasonable grounds, refuse to process any subscription for Subscription Receipts from any President’s List Purchaser; (b) the Company and POCML7 shall indemnify and save harmless the Agents, any Selling Firm and any Indemnified Party (as defined below) for and against all Claims (as defined below) relating to any sales of Subscription Receipts by the Company to any President’s List Purchaser; and (c) the aggregate gross proceeds from President’s List Purchasers shall not exceed $1,000,000.

In consideration for the services to be rendered by the Agents under this Agreement and otherwise in connection with the Offering, the Company shall, on the Closing Date, pay to the Lead Agents, on behalf of the Agents, a cash commission equal to 5.0% of the aggregate gross proceeds of the Offering, including any gross proceeds raised in connection with the exercise of the Agents’ Option (the “Agents’ Commission”), to be allocated as follows: (i) 50% of the Agents’ Commission and the Agents' Expenses incurred up to the Closing Date will be payable on such Closing Date, and (ii) the remaining 50% of the Agents’ Commission and any Agents’ Expenses not already paid by the Company on the Closing Date will be paid upon satisfaction of the Escrow Release Conditions and the release of the Escrowed Funds.

In addition, the Company shall, on the Closing Date, issue to the Agents compensation subscription receipts of the Company (each, a “SR Compensation Option”) equal to 4.0% of the total number of Subscription Receipts sold under the Offering. Each SR Compensation Option will have an exercise price per SR Compensation Option equal to the Issue Price for a term of 18 months from the Closing Date. Upon satisfaction of the Escrow Release Conditions and immediately prior to the Acquisition Closing, each SR Compensation Option shall be deemed to be exchanged, without payment of additional consideration, for one compensation option of the Resulting Issuer (each, a “Resulting Issuer Compensation Option”), with each Resulting Issuer Compensation Option being exercisable into one Resulting Issuer Share (each, a “Resulting Issuer Compensation Option Share”) at an exercise price equal to the Issue Price for a period of 18 months from the date on which a final bulletin is issued by the TSXV announcing its approval of the Acquisition (the “Final Bulletin”).

The Agents shall be entitled to appoint a selling group consisting of other registered dealers as their agents to assist in the Offering. Any fee payable to any Selling Firm(s) shall be for the account of the Agents and shall be negotiated between the Agents and the Selling Firm(s), and paid out of the Agents’ Commission.

The parties acknowledge that the Subscription Receipts, Verdera Shares, POCML7 Shares, Resulting Issuer Shares, SR Compensation Options, Resulting Issuer Compensation Options and Resulting Issuer Compensation Option Shares have not been, and will not be, registered under the U.S Securities Act (as defined below) or any applicable securities laws of any state of the United States, and offers and sales of Subscription Receipts to Persons (as defined below) in the United States or to, or for the account or benefit of, U.S. Persons (as defined below) may only be made to Qualified Institutional Buyers (as defined below) and/or to U.S. Accredited Investors (as defined below), in reliance on the exemption from registration provided by Rule 506(b) of Regulation D (as defined below) and/or Section 4(a)(2) of the U.S. Securities Act and in accordance with similar exemptions from all applicable securities laws of any state of the United States, through securities dealers registered in the United States through a U.S. Affiliate (as defined below) pursuant to and in accordance with United States federal and state securities laws and the provisions of Schedule “A” to this Agreement. The Agents, the Company and POCML7 acknowledge that Schedule “A” forms part of this Agreement.

In order to coordinate efforts to effect the Offering, during the period of the engagement of the Agents hereunder, neither the Company, POCML7, nor any of their respective representatives shall, directly or indirectly (except through the Lead Agents), solicit any offer from any party to effect the Offering or sell or purchase securities of the Company or POCML7, except as may be required in connection with the Amalgamation.

The net proceeds received from the sale of the Subscription Receipts will be used to fund the Acquisition and for exploration and development of the Properties (as defined below), and for general corporate and working capital purposes.

The Agents understand that Verdera or POCML7 intend to complete a non-brokered private placement offering of 400,000 Subscription Receipts or Resulting Issuer Shares at a price per Subscription Receipt or Resulting Issuer Share equal to the Issue Price (the “Non-Brokered Offering”). The Non-Brokered Offering may close concurrently with the Offering or the Amalgamation. The Non-Brokered Offering is expected to be completed pursuant to one or more prospectus exemptions available under applicable Securities Laws. Verdera and POCML7 acknowledge and agree that (i) the Agents shall not be required to conduct a suitability review in respect of sales to purchasers under the Non-Brokered Offering and that the Agents do not and will not have any liability whatsoever to Verdera or POCML7 and the purchasers under the Non-Brokered Offering with respect to such sales; and (ii) the purchasers under the Non-Brokered Offering do not and will not have any recourse to or any rights against the Agents, and Verdera shall indemnify and save harmless the Agents from any and all losses or expenses relating to sales to purchasers pursuant to the Non-Brokered Offering. For greater certainty, the Non-Brokered Offering does not form part of the Offering.

1.            Definitions

In this Agreement, in addition to the terms defined above or elsewhere in this Agreement, the following terms shall have the following meanings:

“Acquisition” has the meaning given in the opening paragraphs of this Agreement;

“Acquisition Closing” means the closing of the Acquisition;

“Additional Countries” has the meaning given in Section 2(b)(iii);

“affiliate”, “associate”, “distribution”, “material change”, “material fact”, “misrepresentation”, “person” and “subsidiary” have the respective meanings given to them in the Securities Act (Ontario);

“Agents” has the meaning given in the opening paragraphs of this Agreement;

“Agents’ Commission” has the meaning given in the opening paragraphs of this Agreement;

“Agents’ Counsel” means DuMoulin Black LLP, or such other legal counsel as the Agents may retain from time to time;

“Agents’ Expenses” has the meaning given in Section 15;

“Agents’ Option” has the meaning given in the opening paragraphs of this Agreement;

“Agreement” means this agency agreement and includes all schedules attached hereto;

“Amalco” means the corporation resulting from the Amalgamation;

“Amalgamation” means the amalgamation of Subco and Verdera pursuant to Section 269 of the BCBCA on the terms and conditions set forth in the Amalgamation Agreement;

“Amalgamation Agreement” has the meaning given in the opening paragraphs of this Agreement;

“AML Laws” has the meaning given in Section 4(ll);

“Authorization” means any authorization, order, permit, approval, grant, licence, registration, consent, right, notification, condition, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decision, decree, bylaw, rule or regulation, whether or not having the force of Law;

“BCBCA” means the Business Corporations Act (British Columbia) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;

“Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks located in Toronto, Ontario and Vancouver, British Columbia are open for business;

“Claims” has the meaning given in Section 13(a);

“Closing” means the completion of the issue and sale by the Company and the purchase by the Purchasers of Subscription Receipts pursuant to the provisions of this Agreement and each Subscription Agreement;

“Closing Date” means February 12, 2026 or such other date as the Company and the Lead Agents may mutually agree;

“Closing Time” means 9:00 a.m. (Vancouver time) / 12:00 p.m. (Toronto time) on the Closing Date, or such other time or times as the Company, POCML7, and the Lead Agents may agree;

“Company” has the meaning given in the opening paragraphs of this Agreement;

“Consolidation” has the meaning given in the opening paragraphs of this Agreement;

“Contract” means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon POCML7, Subco or Verdera, as the case may be, and “Contracts” means all of them;

“Data Room” means the Firmex Virtual Data Room established by the Company as it was constituted at 5:00 p.m. (Vancouver time) on February 11, 2026;

“Directed Selling Efforts” has the meaning given in Regulation S and without limiting the foregoing, but for greater clarity, means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscription Receipts, the Verdera Shares or the Resulting Issuer Securities and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of such securities;

“Disclosure Document” means a filing statement or information circular to be filed by POCML7 providing disclosure with respect to the Acquisition in the form of TSXV Form 3B1/3B2;

“Earned Interest” means the interest or other income actually earned, if any, on the investment of the Escrowed Funds (or the reinvestment of such interest or other income);

“Engagement” has the meaning given in Section 13(a);

“Engagement Letter” means the engagement letter by and among the Company, POCML7 and the Lead Agents, dated November 2, 2025;

“Environmental Laws” means all Laws imposing obligations, responsibilities, liabilities or standards of conduct for or relating to: (a) the regulation or control of pollution, contamination, activities, materials, substances or wastes in connection with or for the protection of human health or safety, the environment or natural resources (including climate, air, surface water, groundwater, wetlands, land surface, subsurface strata, wildlife, aquatic species and vegetation); or (b) the use, generation, disposal, treatment, processing, recycling, handling, transport, distribution, destruction, transfer, import, export or sale of Hazardous Substances;

“Environmental Permits” means any Permit issued or required under any Environmental Law;

“Escrow Release Conditions” means:

“Escrow Release Date” the meaning given in the opening paragraphs of this Agreement;

“Final Bulletin” the meaning given in the opening paragraphs of this Agreement;

“Escrowed Funds” has the meaning given in the opening paragraphs of this Agreement;

“Government” or “Governmental Authority” or “Governmental Entity” means any applicable (a) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) any subdivision, agent, commission, board or authority of any of the foregoing; or (c) any quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization or private body, exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the foregoing;

“Haywood” has the meaning given in the opening paragraphs of this Agreement;

“Hazardous Substance” means any pollutant, contaminant, waste or chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous or deleterious substance, waste or material, including hydrogen sulphide, arsenic, cadmium, copper, lead, mercury, petroleum, polychlorinated biphenyls, asbestos and urea-formaldehyde insulation, and any other material, substance, pollutant or contaminant regulated or defined pursuant to, or that could result in liability under, any Environmental Law;

“IFRS” means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, as amended from time to time;

“Indemnified Party” has the meaning given in Section 13(a);

“Issue Price” has the meaning given in the opening paragraphs of this Agreement;

“Law” or “Laws” means all laws, statutes, codes, ordinances, decrees, rules, regulations, by-laws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such Laws, and in the context that refers to a Person, means that such Laws apply to such Person, or its business, undertaking, property or securities, and emanate from a Governmental Entity (or any other Person) having jurisdiction over such Person or its business, undertaking, property or securities;

“Lead Agents” has the meaning given in the opening paragraphs of this Agreement and “Lead Agent” means either of them;

“Listing” has the meaning given in the opening paragraphs of this Agreement;

“Lock-Up Agreement” has the meaning given in Section 3(o);

“Material Adverse Effect” means any change, fact, or state of being that has a material and adverse effect (actual or anticipated, whether financial or otherwise) on the business, affairs, operations, properties, permits, assets, licenses, liabilities (contingent or otherwise), capital, results of operations or condition (financial or otherwise) of any of the Company, the Verdera Subsidiaries, POCML7, the Properties, or the Mining Interests, as the case may be;

“Material Properties” means the Crownpoint and Hosta Butte uranium project located in New Mexico, USA;

“Mining Interests” means (i) leasehold estates in and to the mineral properties and other leaseholds (and all leasehold estates created thereby) comprising part of the Properties, including the lands covered by the leases, and any fee interests, fee mineral interests carried interests and any ratifications, extensions or amendments of the same; and (ii) the unpatented mining claims forming part of the Properties, each as more particularly described in the Data Room;

“Net Escrowed Proceeds” has the meaning given in the opening paragraphs of this Agreement;

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

“Non-Brokered Offering” has the meaning given in the opening paragraphs of this Agreement;

“OBCA” means the Business Corporations Act (Ontario) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time;

“Odyssey” means Odyssey Trust Company;

“Offering” has the meaning given in the opening paragraphs of this Agreement;

“Offering Documents” means, collectively, this Agreement, the Subscription Receipt Agreement, the Subscription Agreements, and any certificates (if any) representing the Subscription Receipts, the SR Compensation Options, the Resulting Issuer Compensation Options and any other documents executed and delivered, or to be executed and delivered, by the Company or POCML7 in connection with the Offering, and “Offering Document” means any one of them;

“POCML7” has the meaning given in the opening paragraphs of this Agreement;

“POCML7 Financial Statements” means the comparative audited financial statements of POCML7 for the years ended September 30, 2025 and 2024, together with the notes thereto and the auditors’ report thereon;

“POCML7 Material Agreements” means, collectively, each material contract, commitment, agreement (written or oral), instrument, lease or other document, which is material to POCML7 and to which POCML7 is a party or by which any of its property or assets are bound, including the Offering Documents and the Amalgamation Agreement;

“POCML7 Shares” has the meaning given in the opening paragraphs of this Agreement;

“POCML7 Subscription Receipts” has the meaning given in the opening paragraphs of this Agreement;

“President’s List Purchasers” has the meaning given in the opening paragraphs of this Agreement;

“Party” means, as the context requires, any of the Company, POCML7, or any of the Agents, and “Parties” means two or more of them, as applicable;

“Permit” means any licence, permit, approval, consent, certificate, registration or other authorization of or issued by any Governmental Entity;

“Permitted Issuance” has the meaning given in Section 3(m);

“Person” means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

“President’s List Purchasers” has the meaning given in the opening paragraphs of this Agreement;

“Purchased Securities” means together, the Subscription Receipts and the Verdera Shares issuable on conversion of the Subscription Receipts;

“Properties” means, collectively, the Material Properties and the Nose Rock, West Largo and Ambrosia Lake – Treeline uranium projects located in New Mexico;

“Public Record” means all information publicly filed by or on behalf of POCML7 pursuant to applicable Securities Laws, the respective regulations made thereunder, together with prescribed forms, policy statements, multilateral and national instruments, orders, rulings (including blanket rulings), notices and other regulatory instruments of applicable securities regulatory authorities, including the rules and published policies of the TSXV;

“Purchaser” means any Person (including any Agent) who, as purchaser, subscribes for and acquires Subscription Receipts under the Offering by duly completing, executing and delivering a Subscription Agreements to the Agents, and fulfilling its obligations thereunder;

“Qualified Institutional Buyer” means a “qualified institutional buyer” as defined in Rule 144A(a)(1) under the U.S. Securities Act that is also a U.S. Accredited Investor;

“Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act;

“Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act;

“Release Deadline” means 2:00 p.m. (Vancouver Time) / 5:00 p.m. (Toronto Time) on the date that is 90 days following the initial Closing Date of the Offering, subject to a one time extension of 30 days if mutually agreed upon between the Company and the Lead Agents (on behalf of the Agents);

“Release Notice” means a written release notice executed by the Lead Agents, the Company and POCML7 addressed and delivered to the Subscription Receipt Agent confirming that all of the Escrow Release Conditions, other than the delivery of the Release Notice to the Subscription Receipt Agent, have been satisfied or waived (to the extent such waiver is permitted);

“Resulting Issuer” has the meaning given in the opening paragraphs of this Agreement;

“Resulting Issuer Compensation Option” has the meaning given in the opening paragraphs of this Agreement;

“Resulting Issuer Compensation Option Share” has the meaning given in the opening paragraphs of this Agreement;

“Resulting Issuer Securities” means, together, the Resulting Issuer Shares which shall be automatically issued upon exchange of the Verdera Shares under the Amalgamation, the Resulting Issuer Compensation Options, and the Resulting Issuer Shares issuable upon the exercise of the Resulting Issuer Compensation Options;

“Resulting Issuer Shares” means the common shares in the capital of POCML7, as constituted upon completion of the Consolidation;

“SCP” has the meaning given in the opening paragraphs of this Agreement;

“SEC” means the U.S. Securities and Exchange Commission;

“Securities Authorities” means the federal, state and provincial securities commissions and/or other securities regulatory authorities in Canada and the United States, including any stock exchanges or other self-regulatory agencies having authority over the Parties, including the TSXV;

“Securities Laws” means, as applicable, all applicable securities laws, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, rulings (including blanket rulings), notices and other regulatory instruments of the securities regulatory authorities in such jurisdictions, including the rules and published policies of the TSXV, as applicable;

“Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in the Selling Jurisdictions (including, for the avoidance of doubt, state securities regulators in the applicable states of the United States in which the offer and sale of Subscription Receipts to U.S. Purchasers occurs), and “Securities Regulator” means any one of them;

“SEDAR+” means the System for Electronic Document Analysis and Retrieval + of the Canadian Securities Administrators;

“Selling Firm” has the meaning given in the opening paragraphs of this Agreement;

“Selling Jurisdictions” means certain provinces of Canada, the United States and any Additional Countries, to the extent any Purchasers are resident therein;

“Shortfall Amount” has the meaning given in the opening paragraphs of this Agreement;

“SR Compensation Options” has the meaning given in the opening paragraphs of this Agreement;

“Subco” has the meaning given in the opening paragraphs of this Agreement;

“Subscription Agreements” means the subscription agreements (in the form agreed upon by the Lead Agents, the Company and POCML7), pursuant to which Purchasers agree to subscribe for and purchase the Subscription Receipts as contemplated herein and shall include, for avoidance of doubt, all schedules and exhibits thereto;

“Subscription Receipt Agent” means Odyssey and its successors and permitted assigns (or such licensed Canadian trust company or other escrow agent as may be acceptable to the Company and the Lead Agents);

“Subscription Receipt Agreement” has the meaning given in the opening paragraphs of this Agreement;

“Subscription Receipts” has the meaning given in the opening paragraphs of this Agreement;

“Tax” and “Taxes” means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, license taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers’ compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

“Technical Report” means the technical report entitled “Crownpoint and Hosta Butte Uranium Project McKinley County, New Mexico, USA – Mineral Resource Technical Report National Instrument 43-101” dated September 30, 2025, prepared for the Company by BRS Inc.;

“Term Sheet” means the term sheet of the Company and POCML7 in respect of the Offering attached as Schedule B hereto, as the same may be amended and delivered to Purchasers from time to time prior to the Closing Time;

“Termination Date” has the meaning given in the opening paragraphs of this Agreement;

“Termination Event” has the meaning given in the opening paragraphs of this Agreement;

“Title Report” means the updated title report of Modrall Sperling, Roehl, Harris & Sisk, P.A, counsel to Verdera, dated as of September 1, 2025 updating the title report dated January 31, 2023 prepared by Gordon Peake of encore Energy Corp. insofar as it covers the lands comprising the Material Properties;

“TSXV” means the TSX Venture Exchange;

“TSXV Approval” means the conditional approval of the TSXV in respect of (a) the Acquisition and (c) the Listing;

“U.S. Accredited Investor” means an “accredited investor” as defined in Rule 501(a) of Regulation D;

“U.S. Affiliate” means any United States broker-dealer affiliates of the Agents;

“U.S. Person” means “U.S. person”, as that term is defined in Rule 902(k) of Regulation S;

“U.S. Purchaser^” means any Purchaser that (i) is in the United States, (ii) is a U.S. Person or is acting for the account or benefit of a U.S. Person, (iii) was offered the Subscription Receipts in the United States or (iv) was (or its authorized signatory was) in the United States at the time the buy order for the Subscription Receipts was made or the Subscription Agreement for such Purchaser was executed and delivered;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended;

“United States” or “U.S.” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“Verdera Financial Statements” means the annual audited financial statements of Verdera for the period from incorporation to March 31, 2025 and for the month ended April 30, 2025, together with the notes thereto and the auditors’ report thereon, and the unaudited consolidated interim financial statements of Verdera as at and for the six month period ended September 30, 2025, including the notes thereto;

“Verdera Material Agreement” means each material contract, commitment, agreement (written or oral), instrument, lease or other document, which is material to Verdera and to which Verdera is a party or by which any of its property or assets are bound, including, for greater certainty, each Offering Document and the Amalgamation Agreement;

“Verdera Shares” has the meaning given in the opening paragraphs of this Agreement;

“Verdera Subscription Receipts” has the meaning given in the opening paragraphs of this Agreement; and

“Verdera Subsidiaries” means NM Energy Holding Canada Corp. and NM Energy Holding Corp.

2.            The Offering

3.            Covenants of the Company and POCML7

Each of the Company and POCML7 covenants to the Agents and to the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the completion of the Offering, that, until the earlier of the Termination Date or the Escrow Release Date, as the case may be (or such longer period as is covered in any covenant below) that:

4.            Representations and Warranties of POCML7

POCML7 represents and warrants to the Agents and the Purchasers and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that:

5.            Representations and Warranties of Verdera

Verdera represents and warrants to the Agents and the Purchasers and acknowledges that each of them is relying upon such representations and warranties in connection with the completion of the Offering, that:

6.            Representations, Warranties and Covenants of the Agents

Each Agent hereby severally, and not jointly and severally, represents, warrants and covenants to POCML7 and the Company, and acknowledge that POCML7 and the Company are relying upon such representations and warranties in connection with the completion of the Offering, that:

For the avoidance of doubt, no Agent will be liable to the Company or POCML7 under this Section 6 with respect to a any default, act or omission of any other Agent under this Section 6 or otherwise under this Agreement.

7.            Closing

The Offering shall be completed at the Closing Time virtually or at such other place as the Agents and the Company may agree upon. At the Closing Time:

Notwithstanding any contrary provision in this Agreement including any schedule hereto, no investigation or opportunity afforded the Agents or its advisors to conduct due diligence shall in any way affect, or limit liability for, any representation, warranty or covenant of the Company contained in this Agreement and the Agents will be deemed to have relied solely upon the representations, warranties and covenants contained in this Agreement, notwithstanding any contrary information that may have been provided or made available to the Agents or any of the Agents’ representatives or that the Agents discovered in the course of any such investigation either prior to or subsequent to the date of this Agreement.

8.            Closing Conditions

In addition to the deliveries contemplated by Section 7, each Purchaser’s subscription to purchase Subscription Receipts and the Agents’ obligation to close the purchase of Subscription Receipts at the Closing Time shall also be conditional upon the satisfaction or waiver, at or before the Closing Time, of the following conditions:

9.            Escrow Release Conditions

The Agents’ obligation to deliver the Release Notice shall be conditional upon receipt by the Agents on the Escrow Release Date of:

10.            Termination Events

In addition to any other remedy that may be available to the Agents, any Agent shall be entitled, at its option, to terminate and cancel, without any liability on the Agents’ part, the Agents’ obligations hereunder and the obligations of the Purchasers by written notice to that effect given to POCML7 and the Company if after the date hereof and at or prior to the final Closing Time:

The Company agrees that all representations, warranties, covenants, terms and conditions of this Agreement shall be construed as conditions and complied with so far as the same relate to acts to be performed or caused to be performed by POCML7 or the Company, that POCML7 and the Company will each use its commercially reasonable efforts to cause such conditions to be complied with, and any breach or failure by POCML7 or the Company to comply with any of such conditions shall entitle each of the Agents, at its option in accordance with Section 11, to terminate its obligations under this Agreement (and the obligations of the Purchasers arranged by them to purchase the Subscription Receipts under the Offering) by notice to that effect given to POCML7 and the Company at or prior to the Closing Time. The Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to their rights in respect of any other of such terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Agents only if the same is in writing and signed by all of them.

11.            Exercise of Termination Right

The rights of termination contained in Section 10 may be exercised by the Agents, or any of them, and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Company or POCML7 in respect of any of the matters contemplated by this Agreement or any other Offering Document. In the event of any such termination by the Agents, there shall be no further liability on the part of the Agents to POCML7 or the Company, or on the part of POCML7 or the Company to the Agents, except in respect of any liability which may have arisen or may arise after such termination in respect of any acts or omissions prior to such termination under this Section 11 or any of Sections 12, 13, 14, 15 or 16.

12.            Survival of Representations and Warranties

All terms, warranties, representations, covenants, indemnities and agreements herein contained or contained in any documents delivered pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the purchase and sale of the Subscription Receipts and continue in full force and effect for the benefit of the Agents, the Purchasers, POCML7 and/or the Company, as the case may be, for (i) in respect of the warranties and representations, a period of two years from the Closing Date, and (ii) in respect of such other items (including the indemnities), indefinitely, and shall not be limited or prejudiced by any investigation made by or on behalf of the Agents in connection with the purchase and sale of the Subscription Receipts or otherwise. For avoidance of doubt, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Agents by POCML7 and the Company, or the contribution obligations of the Agents or those of POCML7 and the Company, shall survive and continue in full force and effect, indefinitely, subject only to applicable limitation periods prescribed by law.

13.          Indemnity

14.          Contribution

15.            Expenses

The Company will pay all expenses and fees in connection with the Offering (including all applicable taxes), including, without limitation: (a) all expenses of or incidental to the creation, issue, sale or distribution of the Purchased Securities; (b) the fees and expenses of the Company’s legal counsel; (c) all costs incurred in connection with the preparation of documentation relating to the Offering; and (d) all reasonable documented out-of-pocket expenses incurred by the Agents in connection with the Offering, including (i) in connection with the completion of reasonable due diligence related to the Company, POCML7 and their respective businesses, (ii) the reasonable fees and disbursements of the Agents’ legal counsel (subject to a maximum of $100,000 for the Agents’ Canadian legal counsel, exclusive of applicable taxes and disbursements); and (c) all reasonable expenses related to any road shows (including reasonable travel expenses, hotel accommodations and meals) and the preparation of any marketing materials (such expenses, including the aggregate fees of the Agents’ legal counsel, being collectively, the “Agents’ Expenses”). All of the Agents’ Expenses shall be payable whether or not the Offering is completed or this Agreement is executed. If the Offering is completed, the Agents’ Expenses will be payable at the Closing Date and will be deducted from the gross proceeds of the Offering on such Closing Date, and any remaining Agents’ Expenses incurred on or after the initial Closing Date will be payable to the Agents upon the release of the Escrowed Funds. If the Offering is not completed, the Agents’ Expenses shall be payable by the Company immediately upon receiving an invoice therefor from any Lead Agent.

16.           Publicity and Advertisements

Each of the Company and POCML7 agrees that it shall: (a) allow the Agents to review and approve, acting reasonably, all press releases regarding the Offering and the Acquisition, (b) if requested by the Lead Agents, include a reference to the Agents’ role in any press release or other public communication issued by it with respect to the Offering, (c) refrain from conducting any public communication in the form of any advertisement, including any television, radio, internet, social media or newspaper advertisements, prior to the last closing of the Offering, and (d) permit the Lead Agents, from and after the last Closing Date, to publish or place, at their own expense, such advertisements or announcements relating to the services provided by them in connection with the Offering in such newspaper, internet, social media or other public communications as they consider appropriate. In order to comply with applicable United States securities laws, appropriate legends concerning United States sales shall be included in any press release, substantially as follows:

17.            Agents’ Authority

The Company shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by the Lead Agents and the Lead Agents shall represent the Agents and have authority to bind the Agents hereunder except in respect of a notice of termination pursuant to Section 9 or the exercise of the indemnity rights specified in Section 13 which shall require the action of the relevant Agent. Each of the Agents agrees that the Lead Agents have been authorized in such regard.

18.            Syndication

The sale of the Subscription Receipts in connection with the Offering shall be as to the following percentages:

19.            Notices

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a “notice”) shall be in writing addressed as follows:

Verdera Energy Corp.

c/o 1200 – 750 West Pender St.

Vancouver BC V6C 2t8

Attention: Janet Lee-Sheriff, CEO

Email:

with a copy (for informational purposes only and not constituting notice) to:

Morton Law LLP

c/o 1200 – 750 West Pender St.

Vancouver BC V6C 2T8

Attention: Edward Mayerhofer

Email:

POCML 7 Inc.

130 King Street West, Suite 2210

Toronto, Ontario M5X 1E4

Attention: Dave D’Onofrio

Email:

with a copy (for informational purposes only and not constituting notice) to:

Irwin Lowy LLP

Suite 401, 217 Queen Street West

Toronto, Ontario M5V 0R2

Attention: Riccardo Forno

Email:

Haywood Securities Inc.
700 – 200 Burrard Street

Vancouver, British Columbia V6C 3L6

Attention: Kevin Campbell
Email:

SCP Resource Finance LP

70 York Street, Suite 1200

Toronto, Ontario M5J 1S9

Attention: David Wargo

Email:            ; and

with a copy (for informational purposes only and not constituting notice) to:

DuMoulin Black LLP
15th Floor, 1111 West Hastings Street
Vancouver, British Columbia
V6E 2J3

Attention: David Gunasekera
Email:

or to such other address as any of the parties may designate by notice given to the others. Each notice shall be personally delivered to the addressee or sent by means of electronic transmission to the addressee and: (i) a notice which is personally delivered shall, if delivered on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered; and (ii) a notice which is sent by means of electronic transmission shall be deemed to be given and received on the first Business Day following the day on which it is sent.

20.            GENERAL

The Company and POCML7 acknowledge that the Agents are securities firms engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services, which may involve services provided to other companies engaged in businesses similar or competitive to the business of the Company and POCML7. The Agents and certain of their affiliates: (i) act as traders of, and dealers in, securities both as principal and on behalf of clients and, as such, may have had, and may in the future have, long or short positions in the securities of the Company, POCML7 and the Resulting Issuer or related entities and, from time to time, may have executed or may execute transaction on behalf of such persons, (ii) may provide research or investment advice or portfolio management services to clients on investment matters, including the Company, POCML7 and the Resulting Issuer, as applicable, (iii) may participate in securities transactions on a proprietary basis, including transactions in the Offering or other securities of the Company, POCML7 and the Resulting Issuer or related entities, and (iv) nothing in this Agreement shall restrict its ability to conduct business in the ordinary course and in compliance with applicable laws.

The Company and POCML7 acknowledge and agree that in connection with all aspects of the engagement contemplated hereby, and any communications in connection therewith, the Company and POCML7, on the one hand, and each of the Agents and any of their respective affiliates through which the Agents may be acting, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents or such affiliates, and each party hereto agrees that no such duty will be deemed to have arisen in connection with any such transactions or communications. Information held elsewhere within the Agents, but of which none of the individuals in the investment banking department or division of the Agents involved in providing the services contemplated by this Agreement actually has knowledge (or without breach of internal procedures can properly obtain) will not for any purpose be taken into account in determining any of the responsibilities of the Agents to the Company or POCML7 under this Agreement.

[THE REMAINDER OF THIS PAGE LEFT BLANK]

This Agreement is executed by the parties hereto effective as of the date first set out above. If the foregoing is in accordance with your understanding and is agreed to by you, please confirm your acceptance by signing the enclosed copies of this letter at the place indicated and returning the same to the Lead Agents.

ACCEPTED AND AGREED TO
as of the date of this Agreement.

Schedule "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Capitalized terms used herein and not defined herein shall have the meanings given in the Agency Agreement to which this schedule is annexed and the following terms shall have the meanings indicated:

“Foreign Issuer” shall have the meaning ascribed thereto in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity, it means any issuer which is (a) the government of any country other than the United States, of any political subdivision thereof or a national of any country other than the United States; or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last day of the most recently completed second fiscal quarter: (1) more than 50 percent of the outstanding voting securities of such issuer are held of record either directly or indirectly by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or directors are United States citizens or residents, (ii) more than 50 percent of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

“General Solicitation” and “General Advertising” means “general solicitation” and “general advertising”, respectively, as used in Rule 502(c) of Regulation D, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio or television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

“Offshore Transaction” means an “offshore transaction” as defined in Rule 902(h) of Regulation S;

“Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended;

Representations, Warranties and Covenants of the Agents

The Agents and the U.S. Affiliates acknowledge that the Subscription Receipts, the Verdera Shares, the POCML7 Shares and the Resulting Issuer Securities have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States, and the Subscription Receipts, the Verdera Shares, the POCML7 Shares or the Resulting Issuer Securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except in accordance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. Accordingly, each Agent (on behalf of itself and its U.S. Affiliate, and not on behalf of any other Agent) represent, warrant and covenant to the Company and POCML7, as of the date hereof, the Closing Date and the Escrow Release Date, that:

Representations, Warranties and Covenants of the Company

The Company represents, warrants, covenants and agrees to and with the Agents and POCML7, as at the date hereof, the Closing Date and the Escrow Release Date, that:

Representations, Warranties and Covenants of POCML7

POCML7 represents, warrants, covenants and agrees to and with the Agents and the Company, as at the date hereof, the Closing Date and the Escrow Release Date, that:

Annex I to Schedule “A”

AGENT’S CERTIFICATE

In connection with the private placement in the United States or to, or for the account or benefit of, U.S. Persons of the Subscription Receipts of Verdera Energy Corp. (the “Company”) and POCML 7 Inc. (“POCML”), pursuant to the agency agreement dated February 12, 2026 made among Haywood Securities Inc., SCP Resource Finance LP, as lead agents, POCML 7 Inc. and the Company (the “Agency Agreement”), each of the undersigned Agent and its United States registered broker-dealer affiliate (the “U.S. Affiliate”) do hereby certify that:

Terms used in this certificate have the meanings given to them in the Agency Agreement, including Schedule “A” thereto, unless otherwise defined herein.

[signature page follows]

Dated this ______ day of _____________________, 2026.

Schedule "B"

TERM SHEET