Verde AgriTech Ltd (TSX: “
NPK”)
("
Verde” or the “
Company”) today
announced that its President and Chief Executive Officer, Cristiano
Veloso, established an automatic securities disposition plan
(
“ASDP”) in accordance with applicable Canadian
securities legislation and the Company’s internal policies. The
ASDP has been established by Mr. Veloso for personal and financial
planning purposes and does not reflect Mr. Veloso’s views on the
future prospects of the Company. Mr. Veloso will continue to hold a
significant equity interest in the Company following the sale of
shares under the ASDP.
The ASDP permits trades to be made in accordance
with pre-arranged instructions given when Mr. Veloso was not in
possession of any material undisclosed information. The ASDP will
be effective on October 10, 2023 (the "Effective
Date") and sales of shares under the ASDP may commence on
the Effective Date. Any sale will be restricted to a pre-determined
percentage of daily volume and minimum prices.
Up to 4,903,967 shares, representing
approximately 9% of the issued and outstanding shares of the
Company, may be sold under the ASDP implemented by Mr. Veloso. The
ASDP is designed to allow for an orderly disposition of the shares
at prevailing market prices over the course of the 36-month period
that sales under the ASDP are expected to take place.
Mr. Veloso has provided pre-arranged
instructions in writing to the independent agent administering the
ASDP, including the number of securities to be sold and setting out
minimum trade prices. The number of shares that may be sold on a
daily basis at a particular sale price will be limited based on
share price and daily trade volumes.
The ASDP prohibits the agent administering the
ASDP from consulting with Mr. Veloso regarding any sales under the
ASDP and prohibits Mr. Veloso from disclosing to the agent any
information concerning the Company that might influence the
execution of the ASDP. The ASDP has been authorized and established
in the form approved by the Company and contains meaningful
restrictions on the ability of Mr. Veloso to amend, suspend or
terminate the ASDP.
This announcement is made and will be available
on SEDAR at www.SEDAR.ca pursuant to the recommended practices
set forth in Staff Notice 55-317 Automatic Securities
Disposition Plans of the Canadian Securities Administrators.
Information regarding the ASDP and transactions thereunder, as the
case may be, may be accessed on SEDI at www.sedi.ca.
About Verde AgriTech
Verde is an agricultural technology Company that
produces potash fertilizers. Our purpose is to improve the health
of all people and the planet. Rooting our solutions in nature, we
make agriculture healthier, more productive, and profitable.
Verde is a fully integrated Company: it mines
and processes its main feedstock from its 100% owned mineral
properties, then sells and distributes the Product.
Verde’s focus on research and development has
resulted in one patent and eight patents pending. Among its
proprietary technologies are Cambridge Tech, 3D Alliance, MicroS
Technology, N Keeper, and Bio Revolution.1 Currently, the Company
is fully licensed to produce up to 2.8 million tonnes per year of
its multinutrient potassium fertilizers K Forte® and BAKS®, sold
internationally as Super Greensand®. In 2022, it became Brazil's
largest potash producer by capacity.2 Verde has a combined measured
and indicated mineral resource of 1.47 billion tonnes at 9.28% K2O
and an inferred mineral resource of 1.85 billion tonnes at 8.60%
K2O (using a 7.5% K2O cut-off grade).3 This amounts to 295.70
million tonnes of potash in K2O. For context, in 2021 Brazil’s
total consumption of potash in K2O was 6.57 million4.
Brazil ranks second in global potash demand and
is its single largest importer, currently depending on external
sources for over 97% of its potash needs. In 2022, potash accounted
for approximately 3% of all Brazilian imports by dollar value.5
Corporate Presentation
For further information on the Company, please view
shareholders’ deck:
https://verde.docsend.com/view/mjxisb9by2xbt5y2
Investors Newsletter
Subscribe to receive the Company’s updates at:
http://cloud.marketing.verde.ag/InvestorsSubscription
The last edition of the newsletter can be accessed at:
https://bit.ly/InvestorNL_August2023
Cautionary Language and Forward-Looking
Statements
All Mineral Reserve and Mineral Resources
estimates reported by the Company were estimated in accordance with
the Canadian National Instrument 43-101 and the Canadian Institute
of Mining, Metallurgy, and Petroleum Definition Standards (May 10,
2014). These standards differ significantly from the requirements
of the U.S. Securities and Exchange Commission. Mineral Resources
which are not Mineral Reserves do not have demonstrated economic
viability.
This document contains "forward-looking
information" within the meaning of Canadian securities legislation
and "forward-looking statements" within the meaning of the United
States Private Securities Litigation Reform Act of 1995. This
information and these statements, referred to herein as
"forward-looking statements" are made as of the date of this
document. Forward-looking statements relate to future events or
future performance and reflect current estimates, predictions,
expectations or beliefs regarding future events and include, but
are not limited to, statements with respect to:
(i) |
the estimated amount and grade of Mineral Resources and Mineral
Reserves; |
(ii) |
the estimated amount of CO2 removal per tonne of rock; |
(iii) |
the PFS representing a viable development option for the
Project; |
(iv) |
estimates of the capital costs of constructing mine facilities and
bringing a mine into production, of sustaining capital and the
duration of financing payback periods; |
(v) |
the estimated amount of future production, both produced and
sold; |
(vi) |
timing of disclosure for the PFS and recommendations from the
Special Committee; |
(vii) |
the Company’s competitive position in Brazil and demand for potash;
and, |
(viii) |
estimates of operating costs and total costs, net cash flow, net
present value and economic returns from an operating mine. |
Any statements that express or involve
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives or future events or performance
(often, but not always, using words or phrases such as "expects",
"anticipates", "plans", "projects", "estimates", "envisages",
"assumes", "intends", "strategy", "goals", "objectives" or
variations thereof or stating that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur
or be achieved, or the negative of any of these terms and similar
expressions) are not statements of historical fact and may be
forward-looking statements.
All forward-looking statements are based on
Verde's or its consultants' current beliefs as well as various
assumptions made by them and information currently available to
them. The most significant assumptions are set forth above, but
generally these assumptions include, but are not limited to:
(i) |
the presence of and continuity of resources and reserves at the
Project at estimated grades; |
(ii) |
the estimation of CO2 removal based on the chemical and
mineralogical composition of assumed resources and reserves; |
(iii) |
the geotechnical and metallurgical characteristics of rock
conforming to sampled results; including the quantities of water
and the quality of the water that must be diverted or treated
during mining operations; |
(iv) |
the capacities and durability of various machinery and
equipment; |
(v) |
the availability of personnel, machinery and equipment at estimated
prices and within the estimated delivery times; |
(vi) |
currency exchange rates; |
(vii) |
Super Greensand® and K Forte® sales prices, market size and
exchange rate assumed; |
(viii) |
appropriate discount rates applied to the cash flows in the
economic analysis; |
(ix) |
tax rates and royalty rates applicable to the proposed mining
operation; |
(x) |
the availability of acceptable financing under assumed structure
and costs; |
(xi) |
anticipated mining losses and dilution; |
(xii) |
reasonable contingency requirements; |
(xiii) |
success in realizing proposed operations; |
(xiv) |
receipt of permits and other regulatory approvals on acceptable
terms; and |
(xv) |
the fulfilment of environmental assessment commitments and
arrangements with local communities. |
Although management considers these assumptions
to be reasonable based on information currently available to it,
they may prove to be incorrect. Many forward-looking statements are
made assuming the correctness of other forward looking statements,
such as statements of net present value and internal rates of
return, which are based on most of the other forward-looking
statements and assumptions herein. The cost information is also
prepared using current values, but the time for incurring the costs
will be in the future and it is assumed costs will remain stable
over the relevant period.
By their very nature, forward-looking statements
involve inherent risks and uncertainties, both general and
specific, and risks exist that estimates, forecasts, projections
and other forward-looking statements will not be achieved or that
assumptions do not reflect future experience. We caution readers
not to place undue reliance on these forward-looking statements as
a number of important factors could cause the actual outcomes to
differ materially from the beliefs, plans, objectives,
expectations, anticipations, estimates assumptions and intentions
expressed in such forward-looking statements. These risk factors
may be generally stated as the risk that the assumptions and
estimates expressed above do not occur as forecast, but
specifically include, without limitation: risks relating to
variations in the mineral content within the material identified as
Mineral Resources and Mineral Reserves from that predicted;
variations in rates of recovery and extraction; the geotechnical
characteristics of the rock mined or through which infrastructure
is built differing from that predicted, the quantity of water that
will need to be diverted or treated during mining operations being
different from what is expected to be encountered during mining
operations or post closure, or the rate of flow of the water being
different; developments in world metals markets; risks relating to
fluctuations in the Brazilian Real relative to the Canadian dollar;
increases in the estimated capital and operating costs or
unanticipated costs; difficulties attracting the necessary work
force; increases in financing costs or adverse changes to the terms
of available financing, if any; tax rates or royalties being
greater than assumed; changes in development or mining plans due to
changes in logistical, technical or other factors; changes in
project parameters as plans continue to be refined; risks relating
to receipt of regulatory approvals; delays in stakeholder
negotiations; changes in regulations applying to the development,
operation, and closure of mining operations from what currently
exists; the effects of competition in the markets in which Verde
operates; operational and infrastructure risks and the additional
risks described in Verde's Annual Information Form filed with SEDAR
in Canada (available at www.sedar.com) for the year ended December
31, 2021. Verde cautions that the foregoing list of factors that
may affect future results is not exhaustive.
When relying on our forward-looking statements
to make decisions with respect to Verde, investors and others
should carefully consider the foregoing factors and other
uncertainties and potential events. Verde does not undertake to
update any forward-looking statement, whether written or oral, that
may be made from time to time by Verde or on our behalf, except as
required by law.
For additional information please
contact:
Cristiano Veloso, Founder,
Chairman & Chief Executive Officer
Tel: +55 (31) 3245 0205; Email:
investor@verde.ag
www.verde.ag | www.investor.verde.ag
1 Learn more about our technologies:
https://verde.docsend.com/view/yvthnpuv8jx6g4r9 2 See
the release at:
https://investor.verde.ag/verde-starts-ramp-up-of-plant-2s-second-stage-to-reach-production-of-2-4mtpy/3
As per the National Instrument 43-101 Standards of Disclosure for
Mineral Projects within Canada (“NI 43 -101”), filed on SEDAR in
2017. See the Pre-Feasibility Study at:
https://investor.verde.ag/wp-content/uploads/2021/01/NI-43-101-Pre-Feasibility-Technical-Report-Cerrado-Verde-Project.pdf
4 Source: Brazilian Fertilizer Mixers Association (from "Associação
Misturadores de Adubo do Brasil", in Portuguese).5 Source:
Brazilian Comex Stat, available at:
http://comexstat.mdic.gov.br/en/geral
Verde Agritech (TSX:NPK)
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