Exhibit 4.1

POCML 7 INC.

AND

VERDERA ENERGY CORP.

AND

HAYWOOD SECURITIES INC.

AND

SCP RESOURCE FINANCE LP

AND

ODYSSEY TRUST COMPANY

SUBSCRIPTION RECEIPT AGREEMENT

Providing for the Issue of Subscription Receipts

Dated February 12, 2026

Table of Contents 

SUBSCRIPTION RECEIPT AGREEMENT

THIS SUBSCRIPTION RECEIPT AGREEMENT is dated as of February 12, 2026.

BETWEEN:

POCML 7 INC., a corporation duly incorporated under the laws of the Province of Ontario (the “Corporation”)

– and –

VERDERA ENERGY CORP. a corporation duly incorporated under the laws of the Province of British Columbia (“Verdera”)

– and –

HAYWOOD SECURITIES INC. (“Haywood”)

– and –

SCP RESOURCE FINANCE LP (“SCP”, together with Haywood, the “Co-Lead Agents”)

– and –

ODYSSEY TRUST COMPANY, a trust company authorized to carry on business in all provinces and territories of Canada (the “Subscription Receipt Agent”)

WHEREAS the Corporation proposes to create, issue and sell on a commercially reasonable efforts agency basis Subscription Receipts at a price of $1.00 per Subscription Receipt, in one or more private placement closings (the “Offering”) for gross proceeds of up to $23,000,000 (including subscription receipts to be issued concurrently by Verdera Energy Corp. (“Verdera”)), with each Subscription Receipt representing the right of the holder thereof to acquire one Resulting Issuer Share, subject to certain adjustments and satisfaction and or waiver of the Escrow Release Conditions, for no additional consideration in the manner herein set forth.

AND WHEREAS the Corporation has agreed that:

AND WHEREAS the Subscription Receipts are being issued by the Corporation in connection with a business combination transaction involving the Corporation, Verdera and 1564752 B.C. Ltd. (“SubCo”), a wholly-owned subsidiary of the Corporation, whereby all of the common shares in the capital of Verdera will be exchanged for Resulting Issuer Shares (the “Proposed Transaction”), pursuant to the terms of the Amalgamation Agreement;

AND WHEREAS the Subscription Receipt Agent hereby agrees to act as subscription receipt agent in accordance with the provisions hereof;

AND WHEREAS the Subscription Receipt Agent has agreed to act as registrar for the Subscription Receipts and as escrow agent to receive the Escrowed Funds;

AND WHEREAS all things necessary have been done and performed to make the Subscription Receipts, when Authenticated by the Subscription Receipt Agent and issued as provided in this Agreement, legal, valid and binding obligations of the Corporation with the benefits of, and subject to, the terms of this Agreement;

AND WHEREAS the foregoing recitals are made as statements of fact by the Corporation and not by the Subscription Receipt Agent.

NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable consideration mutually given and received, the foregoing recitals forming an integral part of this Agreement, the parties hereto hereby declare and agree with each other as follows:

ARTICLE 1 – INTERPRETATION

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following expressions shall have the following meanings, namely:

In this Agreement:

The division of this Agreement into Articles, Sections and Subsections, the provision of a table of contents and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement or of a Subscription Receipt Certificate.

In the event that any day on or before which any action required to be taken hereunder is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.

Whenever any amounts of money are referred to herein, such amounts shall be deemed to be in lawful money of Canada unless otherwise expressed and all payments to be made hereunder shall be made in Canadian dollars.

In the event of a conflict or inconsistency between a provision in the body of this Agreement and in any Subscription Receipt Certificate issued hereunder, the provision in the body of this Agreement shall prevail to the extent of the inconsistency.

Every Subscription Receipt Authenticated or countersigned and delivered by the Subscription Receipt Agent hereunder shall be deemed to be outstanding until the earlier of: (i) the satisfaction of the Escrow Release Conditions; and (ii) the Termination Event, provided however that:

ARTICLE 2 – ISSUANCE AND PAYMENT OF SUBSCRIPTION RECEIPTS

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 13, 2026..”

and where required pursuant to the policies of the Exchange, substantially as follows:

“WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE ANDCOMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THESECURITIES REPRESENTED BY THIS CERTIFICATE MAY  NOT BE SOLD,TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGHTHE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADAOR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL JUNE 13, 2026.

"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF POCML 7 INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO POCML 7 INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

unless:

following which Subscription Receipts for those Holders requesting such shall be issued to the beneficial owners of such Subscription Receipts or their nominees as directed by the Holder. The Corporation shall provide a certificate of the Corporation giving notice to the Subscription Receipt Agent of the occurrence of any event outlined in this Section 2.4(b), except in the case of Section 2.4(b)(vi).

No fractional Subscription Receipts shall be issued or otherwise provided for hereunder and any fractional interests shall be rounded down to the nearest whole number without any consideration therefor. In calculating such fractional interest, all Subscription Receipts held by the same Holder shall be aggregated.

The Corporation hereby appoints the Subscription Receipt Agent as registrar and transfer agent of the Subscription Receipts, and the Corporation shall cause to be kept by the Subscription Receipt Agent at the Designated Office, a securities register in which shall be entered the names and addresses of the Holders and the other particulars, prescribed by law, of the Subscription Receipts held by such Holders.

The Corporation shall also cause to be kept by the Subscription Receipt Agent at the Designated Office the register of transfers, and may also cause to be kept by the Subscription Receipt Agent (with the prior approval of the Subscription Receipt Agent), branch registers of transfers in which shall be recorded the particulars of the transfers of Subscription Receipts, registered in that branch register of transfers.

The registers referred to in Section 2.6 shall be open at all reasonable times during regular business hours of the Subscription Receipt Agent on any Business Day for inspection by the Corporation, the Agents, the Subscription Receipt Agent or any Holder. The Subscription Receipt Agent shall, from time to time when requested to do so by the Corporation and upon payment of its reasonable fees, furnish the Corporation with a list of the names and addresses of the Holders entered in the registers kept by the Subscription Receipt Agent and showing the number of Subscription Receipts held by such Holder.

Nothing in this Agreement or in the holding of a Subscription Receipt shall at any time confer or be construed as conferring upon a Holder any right, benefit or interest whatsoever as a Shareholder, including the right to vote at, to receive notice of, or to attend meetings of Shareholders, or the right to receive dividends. Holders are only entitled to exercise the rights and receive the amounts expressly provided for in the applicable Subscription Receipt Certificate and this Agreement on the terms and conditions set forth in this Agreement.

Subject to Section 7.2, all Subscription Receipts shall rank pari passu, whatever may be the actual dates of issue of the Subscription Receipts.

The Subscription Receipt Certificates, if issued, shall be signed by an authorized officer or director of the Corporation. The signature of any such authorized officer or director of the Corporation may be printed or otherwise mechanically reproduced electronically and Subscription Receipt Certificates bearing such electronic signatures shall be binding upon the Corporation as if they had been manually signed. Notwithstanding that any person whose manual or electronic signature appears on any Subscription Receipt Certificate may no longer hold office at the date of such Subscription Receipt Certificate or at the date of certification or delivery thereof, any Subscription Receipt Certificate signed as aforesaid shall, subject to Section 2.10, be valid and binding upon the Corporation and the holder thereof shall be entitled to the benefits of this Agreement or the Subscription Receipt Certificates in question.

No Subscription Receipt Certificate shall be considered issued and Authenticated or, if Authenticated, shall be obligatory or shall entitle the holder thereof to the benefits of this Agreement, until it has been Authenticated by signature by or on behalf of the Subscription Receipt Agent substantially in the form of the Subscription Receipt Certificate attached hereto as Schedule “A”. Such Authentication on any such Subscription Receipt Certificate shall be conclusive evidence that such Subscription Receipt Certificate is duly Authenticated and is valid and a binding obligation of the Corporation and that the holder is entitled to the benefits of this Agreement.

The Authentication by the Subscription Receipt Agent of any Subscription Receipts whether by way of entry on the register or otherwise shall not be construed as a representation or warranty by the Subscription Receipt Agent as to the validity of the Agreement or such Subscription Receipts (except the due Authentication thereof) or as to the performance by the Corporation of its obligations under this Agreement and the Subscription Receipt Agent shall in no respect be liable or answerable for the use made of the Subscription Receipts or any of them or the proceeds thereof.

and such transfer shall be duly noted in such register by the Subscription Receipt Agent. Upon compliance with such requirements, the Subscription Receipt Agent shall issue to the transferee of a Certificated Subscription Receipt, a Subscription Receipt Certificate, and to the transferee of an Uncertificated Subscription Receipt, an Uncertificated Subscription Receipt (or it shall Authenticate and deliver a Certificated Subscription Receipt instead, upon request), representing the Subscription Receipts transferred and the transferee of a Book Entry Subscription Receipt shall be recorded through the relevant Book Entry Participant in accordance with the book entry registration system as the entitlement holder in respect of such Subscription Receipts. Transfers within the systems of the Depository are not the responsibility of the Subscription Receipt Agent and will not be noted on the register maintained by the Subscription Receipt Agent.

In the case of a Subscription Receipt Certificate, upon surrender for registration of transfer of Subscription Receipts at the Designated Office of the Subscription Receipt Agent, the Corporation shall issue and thereupon the Subscription Receipt Agent shall: Authenticate and deliver, in accordance with its Internal Procedures, a new Subscription Receipt Certificate of like tenor in the name of the designated transferee. If less than all the Subscription Receipts evidenced by the Subscription Receipt Certificate(s) so surrendered are transferred, the transferor shall be entitled to receive, in the same manner, a new Subscription Receipt Certificate registered in its name evidencing the Subscription Receipts not transferred. However, notwithstanding the foregoing, Subscription Receipts shall only be transferred upon:

and all such transfers contemplated in Section 2.14(a)(i) shall be duly noted in such register by the Subscription Receipt Agent.

Upon the issuance of the Subscription Receipts, the Escrowed Proceeds in respect thereof shall be delivered to the Subscription Receipt Agent, by electronic transfer of funds into a segregated account as directed by the Subscription Receipt Agent to be held pursuant to the terms hereof. The Subscription Receipt Agent hereby agrees to hold the Escrowed Proceeds in escrow and to disburse and deal with the same as provided herein.

All Subscription Receipt Certificates surrendered to the Subscription Receipt Agent pursuant to Sections 2.13, 2.14, 2.15 and 6.1 shall be returned to or received by the Subscription Receipt Agent for cancellation and, if required by the Corporation, the Subscription Receipt Agent shall furnish the Corporation with a cancellation certificate identifying the Subscription Receipt Certificates so cancelled and the number of Subscription Receipts evidenced thereby.

ARTICLE 3 – ISSUANCE OF UNDERLYING COMMON SHARES OR REFUND OF SUBSCRIPTION PRICE

If the Escrow Release Conditions set forth in paragraphs (i), (ii), (iii) and (iv) of the definition of Escrow Release Conditions have been satisfied prior to the Escrow Release Deadline, the Corporation shall forthwith cause to be delivered to the Subscription Receipt Agent the Escrow Release Notice, executed by the Corporation, Verdera, and the Co-Lead Agents, on behalf of the Agents, confirming that the Escrow Release Conditions have been satisfied and instructing the Subscription Receipt Agent to cause the issuance to the Holders the Underlying Shares for each Subscription Receipt then outstanding (subject to any applicable adjustment in accordance with Article 4).

If the Corporation has delivered the Escrow Release Notice in accordance with Section 3.1 to the Subscription Receipt Agent at or before the Escrow Release Deadline the Corporation shall be entitled to receive from the Subscription Receipt Agent an amount equal to the Escrowed Funds, less any remaining renumeration, expenses and disbursements of the Subscription Receipt Agent. The Subscription Receipt Agent shall deliver the Escrowed Funds referred to in this Section 3.2 to: (A) the Co-Lead Agents, on its own behalf and behalf of the Agents, as the case may be, in an amount that is equal to (1) 50% of the Cash Fee, together with any pro rata interest earned thereon; and (2) any reasonable expenses incurred by the Agents and not already paid by the Corporation on the Closing Date; and (B) the Corporation, as the Corporation may direct, the Escrowed Funds, less the foregoing deductions, as soon as practicable, following receipt of the Escrow Release Notice.

Any notice delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 12:00 p.m. (Toronto time) or any later time as may be agreed to by the Corporation and the Subscription Receipt Agent, acting reasonably, on the day on which the Escrowed Funds are to be released. Any notice received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a commercially reasonable efforts basis and may result in Escrowed Funds being released on the next Business Day.

Notwithstanding anything herein contained, the Corporation shall not be required, upon the exchange or deemed exchange of a Subscription Receipt, to issue fractions of the Underlying Shares and the number of Underlying Shares to be issued on exchange shall be rounded down to the nearest whole number.

The Subscription Receipt Agent shall not be responsible for calculating any amounts owing under Sections 3.3 and 3.5, but shall be entitled to rely absolutely on the Written Request of the Corporation specifying the payments to be made pursuant thereto.

Each certificate representing the Underlying Shares issued to a U.S. Holder, other than an Original Qualified Institutional Buyer, and each certificate issued in exchange therefor in substitution or transfer thereof, for so long as required by the 1933 Act or applicable securities laws of any state of the United States, shall bear the following legend:

"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF POCML 7 INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”

provided, that if the Underlying Shares are eligible to be sold under clause (B) in the legend above, the legend set forth above may be removed by providing a declaration to the Corporation and its transfer agent in the form attached hereto as Schedule C or as the Corporation may from time to time prescribe, to the effect that the sale of the Underlying Shares is being made in compliance with Rule 904 of Regulation S under the 1933 Act; provided further, that if any of the Underlying Shares are being sold pursuant to (C) of the legend above under Rule 144 of the 1933 Act, the legend may be removed by delivery to the Corporation’s transfer agent of an opinion of counsel of recognized standing satisfactory to the Corporation and its transfer agent to the effect that the legend is no longer required under applicable requirements of the 1933 Act or applicable securities laws of any state of the United States.

ARTICLE 4 – ADJUSTMENT

In this Article 4, references to “record date” refer to the particular time on such relevant date stipulated for such event and otherwise refers to 5:00 p.m. (Toronto time) on such date.

This Section 4.2 does not apply to the Consolidation. The rights attached to the Subscription Receipts may be subject to adjustment from time to time in the events and in the manner provided as follows:

(any of such events in Sections 4.2(a)(i), 4.2(a)(ii) and 4.2(a)(iii) being called a “Common Share Reorganization”), then the number of Underlying Shares with respect to each Subscription Receipt will be adjusted as of the record date at which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the number of Underlying Shares theretofore obtainable immediately prior to such record date by a fraction, the numerator of which will be the number of Common Shares outstanding on the record date after giving effect to such Common Share Reorganization and the denominator of which will be the number of Common Shares outstanding on the record date before giving effect to such Common Share Reorganization.

The Subscription Receipt Agent:

ARTICLE 5 – INVESTMENT OF ESCROWED FUNDS AND PAYMENT OF INTEREST

The Corporation shall direct that the Co-Lead Agents, on its behalf and on behalf of the other Agents, deliver or cause to be delivered the Escrowed Proceeds to the Subscription Receipt Agent by way of electronic wire transfer in immediately available funds. The Subscription Receipt Agent shall immediately place such funds in an interest-bearing segregated bank account in accordance with the provisions of this Article 5. The Corporation acknowledges and agrees that it is a condition of the payment by the Holders of the aggregate Subscription Price that the Escrowed Funds are held by the Subscription Receipt Agent in accordance with the provisions of this Article 5. The Corporation further acknowledges and confirms that it has no interest in the Escrowed Proceeds or in the Earned Interest accrued thereon unless and until the applicable Escrow Release Notice is delivered to the Subscription Receipt Agent. The Subscription Receipt Agent shall retain the Escrowed Proceeds and the Earned Interest accrued thereon for the benefit of the holders of the Subscription Receipts and, upon the delivery of the applicable Escrow Release Notice set out in Section 3.1 hereof, to the Subscription Receipt Agent, retroactively for the benefit of the Corporation and the Agents in accordance with the provisions of this Article 5.

Until released in accordance with this Agreement, the Escrowed Proceeds shall be kept segregated in an interest-bearing account of the Subscription Receipt Agent with a Canadian chartered bank and upon receipt of a written direction of the Corporation, shall be deposited in one or more short term obligations of, or guaranteed by, the Government of Canada, a Province of Canada or a Canadian chartered bank or such other approved investments (collectively, “Permitted Investments”). Any direction delivered to the Subscription Receipt Agent must be received by the Subscription Receipt Agent no later than 9:00 a.m. (Toronto time) or any later time as may be agreed to by the Corporation and the Subscription Receipt Agent, acting reasonably, on the day on which the Permitted Investment is to be made. Any direction received by the Subscription Receipt Agent after such time or received on a day which is not a Business Day will be handled on a commercially reasonable efforts basis and may result in the Permitted Investment being made on the next Business Day.

At any time and from time to time, the Corporation will be entitled to direct the Subscription Receipt Agent by Written Request of the Corporation (i) not to make any investment specified in the notice and/or (ii) to withdraw all or any of the Escrowed Funds that may then be invested specified in the Written Request of the Corporation and re-invest such amount in one or more Permitted Investments as specified in such Written Request of the Corporation. With respect to any Written Request of the Corporation relating to a withdrawal, the Subscription Receipt Agent will endeavor to withdraw such amount specified in the notice as soon as reasonably practicable and the Corporation acknowledges and agrees that such specified amount remains at the sole risk of the Corporation prior to and after such withdrawal.

All interest shall be calculated daily and credited to the account(s) within five (5) Business Days of each month-end or sooner, as applicable, and shall become a part of the Escrowed Funds (and any losses, if any, on such investments shall be debited to the Escrowed Funds). Any bank charges and similar fees shall be charged to the Corporation. The Subscription Receipt Agent shall have no responsibility or liability for any diminution of the Escrowed Funds which may result from deposit made pursuant to this Article 5, including any losses resulting from a default by the grantor of the investment or any credit losses (whether or not resulting from such a default), except for losses resulting from its own gross negligence, wilful misconduct or bad faith. In making any payment, the Subscription Receipt Agent shall not be liable for any loss sustained from the early termination of any investment if such early termination is required to enable the Subscription Receipt Agent to make a payment.

The parties hereto acknowledge and agree that the Subscription Receipt Agent will have acted prudently in investing the Escrowed Funds in any Permitted Investment, and that the Subscription Receipt Agent is not required to make any further inquiries in respect of any such investment.

The Escrowed Proceeds received by the Subscription Receipt Agent and any securities or other instruments received by the Subscription Receipt Agent upon the investment or reinvestment of such Escrowed Proceeds, shall be received as agent for the Holders and the Corporation, as the case may be, and shall be segregated and kept apart by the Subscription Receipt Agent in escrow pursuant to the terms of this Agreement.

Any Earned Interest which is not required to be paid to the Holders pursuant to an express provision hereof shall accrue to the benefit of and belong to the Corporation.

ARTICLE 6 – RIGHTS OF THE CORPORATION AND COVENANTS

Subject to applicable law and stock exchange rules, the Corporation may, from time to time, purchase by private contract or otherwise, for cancellation, any of the Subscription Receipts.

If the Corporation shall fail to perform any of its covenants contained in this Agreement, the Subscription Receipt Agent may notify the Holders, of such failure on the part of the Corporation or may itself perform any of the said covenants capable of being performed by it, but shall be under no obligation to perform said covenants or to notify the Holders of such performance by it. All sums expended or advanced by the Subscription Receipt Agent in so doing shall be repayable as provided in Section 6.3. No such performance, expenditure or advance by the Subscription Receipt Agent shall relieve the Corporation of any default hereunder or of its continuing obligations under the covenants contained herein.

The Subscription Receipt Agent shall maintain accurate books, records and accounts of the transactions effected or controlled by the Subscription Receipt Agent hereunder and the receipt, investment, reinvestment and disbursement of the Escrowed Funds, and shall provide to the Corporation records and statements thereof periodically upon written request. The Corporation shall have the right to audit any such books, records, accounts and statements from time to time.

In the event that any funds to be disbursed by the Subscription Receipt Agent in accordance herewith are received by the Subscription Receipt Agent in the form of an uncertified cheque or cheques, the Subscription Receipt Agent shall be entitled to delay the time for disbursement of such funds hereunder until such uncertified cheque or cheques have cleared in the ordinary course of the financial institution upon which the same are drawn. The Subscription Receipt Agent will disburse monies according to this Agreement only to the extent that monies have been deposited with it. The Subscription Receipt Agent shall not under any circumstances be required to disburse funds in excess of the amounts on deposit with the Subscription Receipt Agent at such time of disbursement.

The Corporation shall file all such documents, notices and certificates and take such steps and do such things as may be necessary under applicable securities laws to permit the issuance of the Underlying Shares in the circumstances contemplated by Section 3.3 such that: (i) such issuance will comply with, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada; and (ii) the first trade in the Resulting Issuer Shares (other than from the holdings of a person who, alone or in combination with others, holds a sufficient number of Common Shares to materially affect control of the Corporation) will not be subject to, or will be exempt from, the prospectus requirements of applicable securities laws in each of the provinces and territories of Canada.

ARTICLE 7 – ENFORCEMENT

Subject to the powers of the Holders exercisable by special resolution, all or any of the rights conferred upon any Holder by any of the terms of the Subscription Receipts or of this Agreement, or of both, may be enforced by the Holder by appropriate proceedings but without prejudice to the right which is hereby conferred upon the Subscription Receipt Agent to proceed in its own name to enforce each and all of the provisions contained herein for the benefit of the Holders.

The Subscription Receipt Agent and, by acceptance of the Subscription Receipts and as part of the consideration for the issue of the Subscription Receipts, the Holders hereby waive and release any right, cause of action or remedy now or hereafter existing in any jurisdiction against any incorporator or any past, present or future shareholder, director, officer, employee or agent of the Corporation or any successor entity for the issue of the Underlying Shares pursuant to any Subscription Receipt or any covenant, agreement, representation or warranty by the Corporation contained herein or in the Subscription Receipt Certificates.

The obligations hereunder are not personally binding upon, nor shall resort hereunder be had to, the private property of any past, present or future directors or shareholders of the Corporation or any successor entity or any of the past, present or future officers, employees or agents of the Corporation or any successor entity, but only the property of the Corporation or any successor entity shall be bound in respect hereof.

ARTICLE 8 – MEETINGS OF THE HOLDERS

The Subscription Receipt Agent may, at any time and from time to time, and shall on receipt of a Written Request of the Corporation or of a Holders’ Request and upon being funded and indemnified to its reasonable satisfaction by the Corporation or by the Holders signing such Holders’ Request, as the case may be, against the cost which may be incurred in connection with the calling and holding of such meeting, convene a meeting of the Holders. In the event of the Subscription Receipt Agent failing to so convene a meeting within 30 days after receipt of such Written Request of the Corporation or such Holders’ Request and funding and indemnity given as aforesaid, the Corporation or such Holders, as the case may be, may convene such meeting. Every such meeting shall be held in the City of Vancouver, Province of British Columbia, or at such other place as may be determined by the Subscription Receipt Agent and approved by the Corporation. Any meeting held pursuant to this Article 8 may be done through a virtual or electronic meeting platform, subject to the Subscription Receipt Agent’s capabilities at the time.

At least 21 days’ prior notice of any meeting of the Holders shall be given to the Holders in the manner provided for in Section 11.2 and a copy of such notice shall be sent by mail or e-mail to the Subscription Receipt Agent (unless the meeting has been called by the Subscription Receipt Agent) and to the Corporation (unless the meeting has been called by the Corporation). Such notice shall state the date (which shall be a Business Day) and time when, and the place where, the meeting is to be held, shall state briefly the general nature of the business to be transacted thereat and shall contain such information as is reasonably necessary to enable the Holders to make a reasoned decision on the matter, but it shall not be necessary for any such notice to set out the terms of any resolution to be proposed or any of the provisions of this Article 8.

An individual (who need not be a Holder) designated in writing by the Subscription Receipt Agent shall be chairperson of the meeting and if no individual is so designated, or if the individual so designated is not present within 15 minutes from the time fixed for the holding of the meeting, the Holders present in person or by proxy shall choose some individual present at the meeting to be chairperson.

Subject to the provisions of Section 8.11, at any meeting of the Holders a quorum shall consist of at least one Holder present in person or by proxy and holding, in aggregate, not less than 10% of the then outstanding Subscription Receipts. If a quorum of the Holders shall not be present within 30 minutes from the time fixed for holding of any such meeting, the meeting, if summoned by the Holders or on a Holders’ Request, shall be dissolved; but in any other case the meeting shall be adjourned to the same day in the next week (unless such day is not a Business Day, in which case it shall be adjourned to the next following Business Day) at the same time and place and no notice of the adjournment need be given. Any business may be brought before or dealt with at an adjourned meeting which might have been dealt with at the original meeting in accordance with the notice calling the same. No business shall be transacted at any meeting unless a quorum be present at the commencement of business. At the adjourned meeting, the Holders present in person or by proxy shall form a quorum and may transact the business for which the meeting was originally convened notwithstanding that they may not hold, in aggregate, at least 10% of the then outstanding Subscription Receipts.

The chairperson of any meeting at which a quorum of the Holders is present may, with the consent of the Holders present, adjourn any such meeting and no notice of such adjournment need be given except such notice, if any, as the meeting may prescribe.

Every question submitted to a meeting shall be decided in the first place by a majority of the votes given on a show of hands except that votes on a special resolution as set out in Section 8.10 shall be given in the manner hereinafter provided. At any such meeting, unless a poll is duly demanded as herein provided, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

The Subscription Receipt Agent, or the Corporation with the approval of the Subscription Receipt Agent, may from time to time make, and from time to time, vary such regulations as it shall think fit for:

Any regulations so made shall be binding and effective and the votes given in accordance therewith shall be valid and shall be counted. Save as such regulations may provide, the only persons who shall be recognized at any meeting as a Holder, or be entitled to vote or be present at the meeting in respect thereof (subject to Section 8.9), shall be the Holders or their counsel or duly appointed proxies of the Holders.

The Corporation, the Agents and the Subscription Receipt Agent, by their respective authorized agents, and employees and counsel for the Subscription Receipt Agent may attend any meeting of the Holders, but shall have no vote as such unless in their capacity as Holder or a proxy of a Holder.

In addition to all other powers conferred upon them by any other provisions of this Agreement or by law, the Holders at a duly convened meeting shall, subject to the provisions of Section 8.11, have the power, subject to all applicable regulatory approvals, exercisable from time to time by special resolution:

Any one or more of the powers or any combination of the powers in this Agreement stated to be exercisable by the Holders by special resolution or otherwise may be exercised from time to time and the exercise of any one or more of such powers or any combination of powers from time to time shall not be deemed to exhaust the right of the Holders to exercise such power or powers or combination of powers then or thereafter from time to time.

Minutes of all resolutions and proceedings at every meeting of the Holders shall be made and duly entered in books to be provided from time to time for that purpose by the Corporation, and any such minutes as aforesaid, if signed by the chairperson or the secretary of the meeting at which such resolutions were passed or proceedings had or by the chairperson or secretary of the next succeeding meeting held shall be prima facie evidence of the matters therein stated and, until the contrary is proved, every such meeting in respect of the proceedings of which minutes shall have been made shall be deemed to have been duly convened and held, and all resolutions passed thereat or proceedings taken shall be deemed to have been duly passed and taken.

All actions which may be taken and all powers that may be exercised by the Holders at a meeting held as provided in this Article 8 may also be taken and exercised by an instrument in writing signed in one or more counterparts by such Holders, in person or by attorney duly appointed in writing, (i) holding at least a majority of the then outstanding Subscription Receipts with respect to a resolution that is not a special resolution, and the expression “resolution” when used not as part of “special resolution” in this Agreement shall include an instrument so signed, and (ii) holding at least 66⅔% of the then outstanding Subscription Receipts with respect to a special resolution, and the expression “special resolution” when used in this Agreement shall include an instrument so signed.

Every resolution and every special resolution passed in accordance with the provisions of this Article 8 at a meeting of the Holders shall be binding upon all the Holders, whether present at or absent from such meeting, and every instrument in writing signed by the Holders in accordance with Section 8.14 shall be binding upon all the Holders, whether signatories thereto or not, and each and every Holder and the Subscription Receipt Agent (subject to the provisions for indemnity herein contained) shall be bound to give effect accordingly to every such resolution and instrument in writing.

In determining whether the Holders are present at a meeting of the Holders for the purpose of determining a quorum or have concurred in any consent, waiver, resolution, special resolution, Holders’ Request or other action under this Agreement, or otherwise for the purposes of any vote taken in accordance with Section 8.6 or 8.7 hereof, Subscription Receipts owned legally or beneficially by the Corporation or any Affiliate of the Corporation shall be disregarded in accordance with the provisions of Section 11.6.

ARTICLE 9 – SUPPLEMENTAL AGREEMENTS

From time to time the Corporation, Co-Lead Agents and the Subscription Receipt Agent may, subject to the provisions hereof and subject to regulatory approval, and they shall, when so directed in accordance with the provisions hereof, execute and deliver by their proper officers, agents or representatives, agreements supplemental hereto, which thereafter shall form part hereof, for any one or more or all of the following purposes:

In the case of the consolidation, amalgamation, merger or transfer of the undertaking or assets of the Corporation as an entirety or substantially as an entirety to another entity (“successor entity”), the successor entity resulting from such consolidation, amalgamation, merger or transfer (if not the Corporation) shall expressly assume, by supplemental agreement satisfactory in form to the Subscription Receipt Agent and executed and delivered to the Subscription Receipt Agent, the due and punctual performance and observance of each and every covenant and condition of this Agreement to be performed and observed by the Corporation and the successor entity shall by supplemental agreement satisfactory in term to the Subscription Receipt Agent executed and delivered to the Subscription Receipt Agent, expressly assume those obligations.

ARTICLE 10 – CONCERNING THE SUBSCRIPTION RECEIPT AGENT

Any securities, monies, documents of title or other instruments that may at any time be held by the Subscription Receipt Agent pursuant to this Agreement may be placed in the deposit vaults of the Subscription Receipt Agent or of any Canadian chartered bank listed in Schedule I of the Bank Act (Canada) or deposited for safekeeping with any such bank.

The Subscription Receipt Agent shall have the power to institute and to maintain such actions and proceedings as it may consider necessary or expedient to preserve, protect or enforce its interests and the interests of the Holders.

The Subscription Receipt Agent shall not be required to give any bond or security in respect of the execution of this Agreement.

By way of supplement to the provisions of any applicable law for the time being it is hereby expressly declared and agreed as follows:

The Corporation agrees that, for tax reporting purposes, all interest or other taxable income earned from the investment of the Escrowed Funds in any tax year shall be taxable, and the requisite tax reporting forms shall be issued to the Holders or the Corporation, as the case may be, in the taxation year that it was earned, notwithstanding no such amount has been distributed.

The Subscription Receipt Agent hereby accepts the appointment as subscription receipt agent in this Agreement and agrees to perform its duties as custodian, bailee and agent hereunder upon the terms and conditions herein set forth. The parties confirm that no trust is intended to be, or is or will be, created hereby and that the Subscription Receipt Agent shall owe no duty hereunder as a trustee.

The Subscription Receipt Agent and any person related to the Subscription Receipt Agent shall not be appointed a receiver, a receiver and manager or liquidator of all or any part of the assets or undertaking of the Corporation.

The Corporation acknowledges that the Subscription Receipt Agent may, in the course of providing services hereunder, collect or receive financial and other personal information about such parties and/or their representatives, as individuals, or about other individuals related to the subject matter hereof, and use such information for the following purposes:

The Corporation acknowledges and agrees that the Subscription Receipt Agent may receive, collect, use and disclose personal information provided to it or acquired by it in the course of this Agreement for the purposes described above and, generally, in the manner and on the terms described in its privacy code, which the Subscription Receipt Agent shall make available on its website or upon request, including revisions thereto. Some of the personal information may be transferred to service providers in the United States for data processing and/or storage. Further, each party agrees that it shall not provide or cause to be provided to the Subscription Receipt Agent any personal information relating to an individual who is not a party to this Agreement unless that party has assured itself that such individual understands and has consented to the aforementioned terms, uses and disclosures.

None of the parties shall be liable to any other, or held in breach of this Agreement, if prevented, hindered, or delayed in the performance or observance of any provision contained herein by reason of act of God, riots, terrorism, acts of war, epidemics, economic sanctions, governmental action or judicial order, earthquakes, or any other similar causes (including, but not limited to, mechanical, electronic or communication interruptions, disruptions or failures). Performance times under this Agreement shall be extended for a period of time equivalent to the time lost because of any delay that is excusable under this Section 10.14.

ARTICLE 11 – GENERAL

POCML 7 INC.

130 King St. West, Suite 2210

Toronto, Ontario M5X 1E4

Attention : David D’Onofrio, Director

Email:

With copies (which shall not constitute notice) to:

Irwin Lowy LLP

Suite 401, 217 Queen Street West

Toronto ON, M5V 0R2

Attention: Riccardo Forno

Email:

Verdera Energy Corp.

c/o 1200 – 750 West Pender St.

Vancouver BC V6C 2t8

Attention: Janet Lee-Sheriff, CEO

Email:

With copies (which shall not constitute notice) to:

Morton Law LLP

c/o 1200 – 750 West Pender St.

Vancouver BC V6C 2T8

Attention: Edward Mayerhofer

Email:

Odyssey Trust Company

Trader’s Bank Building

1100 – 67 Yonge Street Toronto ON

M5E 1J8

Attention: Corporate Trust

E-mail:

Haywood Securities Inc.

700 – 200 Burrard Street

Vancouver, British Columbia

V6C 3L6

Attention: Kevin Campbell

Email:

and

SCP Resource Finance LP

70 York Street, 7th Floor

Toronto, ON M5J 1S9

Attention: David Wargo

Email:

With copies (which shall not constitute notice) to:

DuMoulin Black LLP

1111 West Hastings St., 15^th floor

Vancouver BC V6E 2J3

Attention: David Gunasekera

Email:

and any such notice delivered in accordance with the foregoing shall be deemed to have been received on the date of delivery or, if emailed or otherwise transmitted by electronic means, on the day of transmission or, if received after the close of business of the receiving party or if such day is not a Business Day, on the first Business Day following the day of transmission.

The Corporation and the Subscription Receipt Agent may deem and treat the Holder of any Subscription Receipts as the absolute owner thereof for all purposes, and the Corporation and the Subscription Receipt Agent shall not be affected by any notice or knowledge to the contrary except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by its Subscription Receipts free from all equities or rights of set off or counterclaim between the Corporation and the original or any intermediate holder of the Subscription Receipts and all persons may act accordingly. The receipt by any such Holder of the Underlying Shares which may be acquired pursuant to the automatic conversion of Subscription Receipts shall be a good discharge to the Corporation and the Subscription Receipt Agent for the same and none of the Corporation or the Subscription Receipt Agent shall be bound to inquire into the title of any such Holder except where the Corporation or the Subscription Receipt Agent is required to take notice by statute or by order of a court of competent jurisdiction.

Upon the date by which (a) all Subscription Receipts have been deemed exercised, or all Subscription Receipts have expired and all Escrowed Funds have been distributed to the appropriate parties as set forth in this Agreement; or (b) all certificates have been issued and delivered hereunder to the Subscription Receipt Agent in accordance with such provisions and all Escrowed Funds have been distributed to the appropriate parties as set forth in this Agreement, this Agreement shall cease to be of any force and effect and the Subscription Receipt Agent, on demand of the Corporation and at the cost and expense of the Corporation and upon delivery to the Subscription Receipt Agent of a certificate of the Corporation stating that all conditions precedent to the satisfaction and discharge of this Agreement have been complied with, shall execute proper instruments acknowledging satisfaction of and discharging this Agreement. Notwithstanding the foregoing, the indemnities provided to the Subscription Receipt Agent by the Corporation hereunder shall remain in full force and effect and survive the termination of this Agreement.

Nothing in this Agreement or in the Subscription Receipt Certificates, expressed or implied, shall give or be construed to give to any person other than the parties hereto, the Holders and, subject to Section 7.2, the transferees of Subscription Receipts, as the case may be, any legal or equitable right, remedy or claim under this Agreement, or under any covenant or provision herein or therein contained, all such covenants and provisions being for the sole benefit of the parties hereto, the Holders and, subject to Section 7.2, such transferees.

For the purpose of disregarding any Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation in Section 8.16, the Corporation shall provide to the Subscription Receipt Agent, from time to time, a Certificate of the Corporation setting forth as at the date of such certificate the number of Subscription Receipts owned legally or beneficially by the Corporation or any affiliated entity of the Corporation, and the Subscription Receipt Agent, in making the computations in Section 8.16, shall be entitled to rely on such certificate without requiring further evidence thereof. For greater certainty, the Corporation shall not be required to provide a nil certificate.

This Agreement and the Subscription Receipt Certificates shall be construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein and shall be treated in all respects as British Columbia contracts.

Each of the provisions in this Agreement is distinct and severable and a declaration of invalidity or unenforceability of any such provision or part thereof by a court of competent jurisdiction shall not affect the validity or enforceability of any of the other provisions hereof.

All covenants and agreements in the Agreement by the Corporation shall bind its successors and assigns, whether expressed or not.

Time is and shall remain of the essence of this Agreement.

This Agreement may be executed and delivered in counterparts by facsimile or other electronic form, each of which when so executed and delivered shall be deemed to be an original and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution they shall be deemed to be dated as of the date hereof.

Each of the parties hereto hereby acknowledges that it has consented to and requested that this Agreement and all documents relating thereto, including the form of Subscription Receipt Certificate attached hereto as Schedule “A”, be drawn up in the English language only. Les parties aux présentes reconnaissent avoir accepté et exigé que le présent contrat et tous les documents s’y rapportant y compris, sans restreindre la portée générale de ce qui précède, le formulaire de certificat de reçu de souscription joint aux présentes à titre d’annexe A, soient rédigés en langue anglaise seulement.

[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

IN WITNESS WHEREOF the parties have executed this Agreement.

SCHEDULE A

FORM OF SUBSCRIPTION RECEIPT CERTIFICATE

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE JUNE 13, 2026.”

[Certificates required to bear the legend set forth in Section 2.3(d) of the Subscription Receipt Agreement shall bear the following additional legends:]”

"THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF POCML 7 INC. (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITITES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D) PURSUANT TO ANY OTHER REGISTRATION EXEMPTION UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF (C) AND (D) EVIDENCED BY AN OPINION OF COUNSEL OF RECOGNIZED STANDING AND IN FORM ACCEPTABLE TO THE COMPANY AND THE TRANSFER AGENT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA OR ELSEWHERE.”

[Certificates required to bear the legend set forth in Section 2.3(e) of the Subscription Receipt Agreement shall bear the following additional legends:]

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF CDS CLEARING AND DEPOSITORY SERVICES INC. (“CDS”) TO POCML 7 INC. (THE “ISSUER”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN RESPECT THEREOF IS REGISTERED IN THE NAME OF CDS & CO., OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS (AND ANY PAYMENT IS MADE TO CDS & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF CDS), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED HOLDER HEREOF, CDS & CO., HAS A PROPERTY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREIN AND IT IS A VIOLATION OF ITS RIGHTS FOR ANOTHER PERSON TO HOLD, TRANSFER OR DEAL WITH THIS CERTIFICATE.”

POCML 7 INC.

(a Corporation existing under the laws of the Province of Ontario)

THIS IS TO CERTIFY THAT for value received

(the “Holder”) is the registered holder of Subscription Receipts specified above. The Subscription Receipts represented by this certificate (the “Subscription Receipt Certificate”) are issued pursuant to a Subscription Receipt Agreement (the “Subscription Receipt Agreement”) dated the 12th day of February, 2026 among POCML 7 Inc. (“the Corporation”), Verdera Energy Corp., Haywood Securities Inc. and SCP Resource Finance LP (together, the “Co-Lead Agents”) and Odyssey Trust Company (the “Subscription Receipt Agent”). Capitalized terms used in the Subscription Receipt Agreement have the same meaning herein as therein, unless otherwise defined.

The sale of the Subscription Receipts is being completed in connection with the Proposed Transaction.

Concurrently with closing of the Proposed Transaction, the Corporation will consolidate its common shares such that each old common share of the Corporation will be exchanged for 0.656565 of a new common share (each whole share being a “Resulting Issuer Share”). Upon satisfaction of the Escrow Release Conditions at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate will entitle the holder to receive, without payment of additional consideration or further action, one fully paid and non-assessable Resulting Issuer Share (the “Underlying Shares”) on the Release Date and the holder will be a holder of the Underlying Shares issuable pursuant to such Subscription Receipts without the taking of any further action by the holder or payment of additional consideration.

On and after the date of issuance of the Underlying Shares pursuant to the Subscription Receipts represented by this Subscription Receipt Certificate, the holder will have no rights hereunder except to the Underlying Shares issued to such holder.

Pursuant to the Subscription Receipt Agreement, the “Release Date” is the date, or the Business Day following such date, on which the Subscription Receipt Agent receives the Escrow Release Notice in the form required under the Subscription Receipt Agreement, which notice will inform the Subscription Receipt Agent of the satisfaction or waiver of the Escrow Release Conditions and will instruct the Subscription Receipt Agent to pay the Escrowed Funds in accordance with the Subscription Receipt Agreement.

In the event that (i) the Corporation or Verdera advises the Co-Lead Agents and the Subscription Receipt Agent or announces to the public that it does not intend to satisfy the Escrow Release Conditions at or before the Escrow Release Deadline, or (ii) the Escrow Release Notice is not delivered to the Subscription Receipt Agent at or before the Escrow Release Deadline, the Subscription Receipts represented by this Subscription Receipt Certificate shall, without any action on the part of the holder (including the surrender of this Subscription Receipt Certificate), be terminated and cancelled by the Subscription Receipt Agent as of the Termination Time. In such event, the holder shall thereafter have no rights hereunder except to receive the amount equal to the aggregate Subscription Price for the Subscription Receipts represented by this Subscription Receipt Certificate (together with a pro rata share of Earned Interest thereon (less any withholding tax required to be withheld in respect thereof)) in accordance with the Subscription Receipt Agreement.

The Subscription Receipts and the Underlying Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state of the United States and are “restricted securities” within the meaning of Rule 144(a)(3) under the 1933 Act and may be offered, sold, pledged, or otherwise transferred, directly or indirectly, only pursuant to a registration statement effective under the 1933 Act or pursuant to an exemption from registration thereunder and similar exemptions under all applicable securities laws of any state of the United States.

Reference is hereby made to the Subscription Receipt Agreement and any and all other instruments supplemental or ancillary thereto for a full description of the rights of the Holders and the terms and conditions upon which such Subscription Receipts are, or are to be, issued and held, all to the same effect as if the provisions of the Subscription Receipt Agreement and all instruments supplemental or ancillary thereto were herein set forth, and to all of which provisions the Holder of these Subscription Receipts by acceptance hereof assents. In the event of a conflict or inconsistency between the terms of the Subscription Receipt Agreement and this Subscription Receipt Certificate, the terms of the Subscription Receipt Agreement shall prevail to the extent of the inconsistency.

The Subscription Receipt Agreement provides for adjustment in the number of Underlying Shares to be issued for Subscription Receipts in certain events therein set forth. The Subscription Receipt Agreement contains provisions making binding upon all Holders of Subscription Receipts outstanding thereunder resolutions passed at meetings of such Holders held in accordance with such provisions therein set forth.

The holding of the Subscription Receipts evidenced by this Subscription Receipt Certificate shall not constitute the Holder hereof a shareholder of the Corporation or the Resulting Issuer or entitle such Holder to any right or interest in respect thereof except as expressly provided herein and in the Subscription Receipt Agreement.

The Subscription Receipts evidenced by this certificate may be transferred on the register kept at the offices of the Subscription Receipt Agent by the registered holder hereof or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Subscription Receipt Agent, only in compliance with the terms of the Subscription Receipt Agreement and upon payment of the charges provided for in the Subscription Receipt Agreement and upon compliance with such reasonable requirements as the Subscription Receipt Agent may prescribe. The transfer register shall be closed at 5:00 p.m. (Toronto time) on the date of a Termination Event.

Time shall be of the essence hereof. This Subscription Receipt Certificate is governed by the laws of the Province of British Columbia and the laws of Canada applicable therein.

[Balance of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF POCML 7 INC.. has caused this Subscription Receipt Certificate to be signed by its duly authorized representative as of the 12^th day of February, 2026.

FORM OF TRANSFER

Odyssey Trust Company
Trader’s Bank Building
1100 – 67 Yonge Street
Toronto ON M5E 1J8

Attn: Corporate Trust

(print name, address and Social Insurance Number/Social Security Number of Transferee) the Subscription Receipts represented by this Subscription Receipt Certificate and hereby irrevocable constitutes and appoints as its attorney with full power of substitution to transfer the said securities on the appropriate register of the Subscription Receipts.

In the case of a Subscription Receipt Certificate owned by an original purchaser of Subscription Receipts in the United States, the undersigned hereby represents, warrants and certifies that (one (only) of the following must be checked):

DATED this          day of                    , 20        .

CERTAIN REQUIREMENTS RELATING TO TRANSFERS – READ CAREFULLY

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. All securityholders or a legally authorized representative must sign this form. The signature(s) on this form must be guaranteed in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. Notarized or witnessed signatures are not acceptable as guaranteed signatures. As at the time of closing, you may choose one of the following methods (although subject to change in accordance with industry practice and standards):

●      Canada and the USA: A Medallion Signature Guarantee obtained from a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Many commercial banks, savings banks, credit unions, and all broker dealers participate in a Medallion Signature Guarantee Program. The Guarantor must affix a stamp bearing the actual words “Medallion Guaranteed”, with the correct prefix covering the face value of the certificate.

●      Canada: A Signature Guarantee obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust. The Guarantor must affix a stamp bearing the actual words “Signature Guaranteed”, sign and print their full name and alpha numeric signing number. Signature Guarantees are not accepted from Treasury Branches, Credit Unions or Caisse Populaires unless they are members of a Medallion Signature Guarantee Program. For corporate holders, corporate signing resolutions, including certificate of incumbency, are also required to accompany the transfer, unless there is a “Signature & Authority to Sign Guarantee” Stamp affixed to the transfer (as opposed to a “Signature Guaranteed” Stamp) obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a Medallion Signature Guarantee with the correct prefix covering the face value of the certificate.

●      Outside North America: For holders located outside North America, present the certificates(s) and/or document(s) that require a guarantee to a local financial institution that has a corresponding Canadian or American affiliate which is a member of an acceptable Medallion Signature Guarantee Program. The corresponding affiliate will arrange for the signature to be over-guaranteed.

OR

The signature(s) of the transferor(s) must correspond with the name(s) as written upon the face of this certificate(s), in every particular, without alteration or enlargement, or any change whatsoever. The signature(s) on this form must be guaranteed by an authorized officer of Royal Bank of Canada, Scotia Bank or TD Canada Trust whose sample signature(s) are on file with the transfer agent, or by a member of an acceptable Medallion Signature Guarantee Program (STAMP, SEMP, NYSE, MSP). Notarized or witnessed signatures are not acceptable as guaranteed signatures. The Guarantor must affix a stamp bearing the actual words: “SIGNATURE GUARANTEED”, “MEDALLION GUARANTEED” OR “SIGNATURE & AUTHORITY TO SIGN GUARANTEE”, all in accordance with the transfer agent’s then current guidelines and requirements at the time of transfer. For corporate holders, corporate signing resolutions, including certificate of incumbency, will also be required to accompany the transfer unless there is a “SIGNATURE & AUTHORITY TO SIGN GUARANTEE” Stamp affixed to the Form of Transfer obtained from an authorized officer of the Royal Bank of Canada, Scotia Bank or TD Canada Trust or a “MEDALLION GUARANTEED” Stamp affixed to the Form of Transfer, with the correct prefix covering the face value of the certificate.

REASON FOR TRANSFER – FOR U.S. RESIDENTS ONLY

Consistent with U.S. IRS regulations, Odyssey Trust Company is required to request cost basis information from U.S. securityholders. Please indicate the reason for requesting the transfer as well as the date of event relating to the reason. The event date is not the day in which the transfer is finalized, but rather the date of the event which led to the transfer request (i.e. date of gift, date of death of the securityholder, or the date the private sale took place).

SCHEDULE B

FORM OF ESCROW RELEASE NOTICE

Reference is made to the Subscription Receipt Agreement dated the 12th day of February, 2026 between the undersigned, Haywood Securities Inc., SCP Resource Finance LP and the Subscription Receipt Agent (the “Subscription Receipt Agreement”). Capitalized terms used herein without definition having the meanings specified in the Subscription Receipt Agreement.

In accordance with Section 3.1 of the Subscription Receipt Agreement, this notice is provided to advise you that each of the Escrow Release Conditions have been satisfied in full or waived in accordance with the Subscription Receipt Agreement.

In accordance with Section 3.2 of the Subscription Receipt Agreement, you are hereby irrevocably directed in your capacity as Subscription Receipt Agent, to release the Escrowed Funds as follows:

(1) $________________, representing 50% of the Cash Fee, together with any pro rata interest earned thereon; and

(2) $_____________________, representing any expenses incurred by the Agents and not already paid by the Corporation on the Closing Date;

Payment is to be made forthwith and by wire transfer as follows:

The Subscription Receipt Agent is hereby irrevocably directed and authorized by the Corporation to cause the issuance and delivery, on behalf of the Corporation, of the Underlying Shares to the persons to whom such Underlying Shares are to be issued pursuant to the Subscription Receipt Agreement effective as at February 12, 2026, noted above, all as provided in Section 3.3 of the Subscription Receipt Agreement. The Corporation hereby confirms that the issuance of the Underlying Shares has been duly authorized by all necessary corporate action and upon their issuance and delivery the Underlying Shares will be issued as fully paid and non-assessable common shares of the Corporation.

The foregoing direction is irrevocable and shall constitute your good and sufficient authority for causing such issuance and making such payments as directed above.

[Signature Page Follows]

THIS ESCROW RELEASE NOTICE IS DATED the day        of                           , 20        .

POCML 7 INC. (TO BE RENAMED VERDERA ENERGY CORP.)

VERDERA ENERGY CORP.

HAYWOOD SECURITIES INC.

Authorized Signing Officer

SCP RESOURCE FINANCE LP

Authorized Signing Officer

SCHEDULE C

FORM OF DECLARATION OF REMOVAL OF LEGEND

Declarations for Removal of Legend TO:      POCML 7 INC. (the "Corporation").

AND TO: ODYSSEY TRUST COMPANY

The undersigned (A) acknowledges that the sale of securities of the Corporation to which this declaration relates, represented by certificate number _______________ or held in direct registration system (DRS) account number _______________, is being made in reliance on Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and (B) certifies that (1) the undersigned is not (a) an "affiliate" (as defined in Rule 405 under the U.S. Securities Act) of the Corporation, (b) a "distributor" as defined in Regulation S, or (c) an affiliate of a distributor; (2) the offer of such securities was not made to a "U.S. person" or to a person in the United States and either (a) at the time the buy order was originated, the buyer was outside the United States, or the seller and any person acting on its behalf reasonably believed that the buyer was outside the United States, or (b) the transaction was executed on or through the facilities of the Canadian Securities Exchange, and neither the seller nor any person acting on its behalf knows that the transaction was prearranged with a buyer in the United States; (3) neither the seller nor any affiliate of the seller nor any person acting on any of their behalf has engaged or will engage in any directed selling efforts in the United States in connection with the offer and sale of such securities; (4) the sale is bona fide and not for the purpose of "washing off" the resale restrictions imposed because the securities are "restricted securities" (as that term is defined in Rule 144(a)(3) under the U.S. Securities Act); (5) the seller does not intend to replace such securities with fungible unrestricted securities; and (6) the contemplated sale is not a transaction, or part of a series of transactions, which, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the U.S. Securities Act. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.

The undersigned understands that the Corporation, its transfer agent and others are relying upon the representations contained in this Declaration. The undersigned agrees to and does hereby indemnify and hold the Corporation, its transfer agent, directors, officers, employees, agents and counsel (collectively, the “Indemnified Parties”) harmless from and against any claim against any Indemnified Party as a result of or which involves the inaccuracy of any representation or the breach of any warranty or covenant made by the undersigned in this Declaration, including, without limitation, all expenses, reasonable attorneys’ fees and court costs incurred as a result of any such inaccuracy of any representation or breach of any warranty or covenant.

Affirmation By Seller's Broker-Dealer

We have read the foregoing representations of our customer,________________________ (the "Seller") dated________________________, with regard to our sale, for such Seller's account, of the securities of the Corporation described therein, and on behalf of ourselves we certify and affirm that (A) we have no knowledge that the transaction had been prearranged with a buyer in the United States, (B) the transaction was executed on or through the facilities of the Canadian Securities Exchange, (C) neither we, nor any person acting on our behalf, engaged in any directed selling efforts in connection with the offer and sale of such securities, and (D) no selling concession, fee or other remuneration is being paid to us in connection with this offer and sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. Terms used herein have the meanings given to them by Regulation S under the U.S. Securities Act.