Verde AgriTech (NPK) M&A Announcement summary

Deal rationale and strategic fit

• Merger combines Nautica and Oby to leverage a high-grade, large-scale rare earths resource in Brazil, aiming to become a significant alternative supplier outside China and capitalize on rising global demand for critical minerals.

• Nautica acquires high-grade magnetic rare earths exploration assets from Verde's subsidiary, Oby Rare Earths, supporting technological, renewable energy, and defense industries.

• Strategic location in a mining-friendly jurisdiction with robust infrastructure and proximity to existing operations.

• Project offers critical minerals (neodymium, praseodymium, dysprosium, terbium) essential for future-facing industries and global supply diversification.

• Partnership leverages deep local and international mining expertise, enhancing project execution and credibility.

Financial terms and conditions

• Nautica issues 2 billion shares at $0.01 per share to Verde shareholders as consideration for the assets, with share certificates distributed via Canadian brokers.

• Post-transaction, Nautica will have approximately 2.24 billion shares outstanding, followed by a 1-for-45 share consolidation.

• Nautica brings AUD 1 million in cash, allocates AUD 1 million for IPO preparations and project development, and plans to raise an additional AUD 1 million.

• Application submitted for a share of Brazil's $1 billion government fund to support strategic mineral projects.

Synergies and expected cost savings

• Shared infrastructure and operational experience in the region reduce development risk and capital requirements.

• Verde leverages Nautica's capital and management expertise to advance the project, while Nautica gains access to established assets and infrastructure.

• Potential for enhanced project economics through recovery of additional critical minerals like hafnium and rubidium.