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SensaSure Technologies and Verde Bio Holdings File Registration Statement for Previously Announced Merger
LAS VEGAS, March 05, 2024 (GLOBE NEWSWIRE) -- SensaSure Technologies, Inc. (OTCQB: SSTC) (“SensaSure”) and Verde Bio Holdings, Inc. (OTC: VBHI) ("Verde" or the "Company"), a growing oil and gas company with a focus on the acquisition and management of oil and gas minerals and royalties, today announced the filing of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) in connection with the previously announced merger between the Company and wholly owned subsidiary of SensaSure (the “Merger”).
Verde and SensaSure are working to close the Merger as soon as possible following the satisfaction of all closing conditions, which will create a new OTCQB-listed company focused on the acquisition and management of oil and gas minerals and royalties.
“The filing of the Registration Statement is a major milestone for Verde and SensaSure as it signifies another step towards closing,” commented Scott Cox, Chief Executive Officer of Verde. “As a result of the Merger, we believe the combined company will be a well-positioned oil and gas minerals pure play company squarely focused on the acquisition of high quality, cash flowing oil and gas minerals and royalties, an opportunity that we believe all stakeholders in our companies are highly excited about. We look forward to the upcoming closing and diving in headfirst into the tremendous opportunity before us.”
Jim Hiza, Chief Executive Officer of SensaSure commented, “We are very excited for this next step towards completing the Merger and are looking forward to increasing stockholder value for the combined company.”
The Registration Statement has not yet become effective, is subject review by the SEC and contains a preliminary joint proxy statement/prospectus which provides important information about Verde and SensaSure, as well as the proposed Merger and related transactions.
About SensaSure Technologies, Inc.
Until November 2023, SensaSure Technologies, Inc. (OTCQB: SSTC) was a medical technology or “MedTech” company that supplied a simple device and method to collect a breath sample for lab-based analysis. Subsequent to the six months ended October 31, 2023, management of SensaSure has been in the process of establishing a new business segment to develop energy related businesses which led to the entry into the pending Merger transaction.
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. (OTC: VBHI) is an oil and gas company engaged in the acquisition and management of mineral and royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests. www.verdebh.com
Additional Information and Where to Find It
In connection with the Merger and related transactions, SensaSure has filed with the SEC the Registration Statement that includes a joint proxy statement of SensaSure and Verde and also will constitute a prospectus with respect to shares of SensaSure capital stock to be issued in the proposed transaction. Before making any voting or investment decision, investors and security holders of SensaSure and Verde and other interested parties are urged to read the Registration Statement, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they contain and will contain important information about the transaction and the parties to the transaction. Investors and security holders may obtain free copies of the Registration Statement and amendments (when available) and other documents filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by SensaSure will be available by contacting SensaSure by email at info@pcgadvisory.com. Copies of the documents filed with the SEC by Verde will be available free of charge on Verde’s website at https://investors.verdebh.com/financial-information/sec-filings or by contacting Verde by email at ir@verdebh.com
Participants in the Solicitation
SensaSure, Verde and their respective directors and executive officers and other employees may be considered participants in the solicitation of proxies from the stockholders of SensaSure or Verde with respect to the transaction. Information about the directors and executive officers of SensaSure is set forth in its Annual Report on Form 10-K for the fiscal year ended April 30, 2023 filed with the SEC on August 14, 2023. Information about the directors and executive officers of Verde is set forth in its Annual Report on Form 10-K for the fiscal year ended April 30, 2023 filed with the SEC on August 2, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Registration Statement and other relevant materials to be filed with the SEC regarding the transaction when they become available. Stockholders, potential investors and other interested persons should read the final joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Merger. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, SensaSure’s expectations with respect to the proposed Merger, including statements regarding the benefits of the transaction and the anticipated timing of the transaction. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside of SensaSure’s and Verde’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of SensaSure’s and Verde’s securities, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Verde, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the failure to obtain any applicable regulatory approvals required to consummate the Merger, (v) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the Merger, (vi) the effect of the announcement or pendency of the transaction on SensaSure’s and Verde’s business relationships, performance, and business generally, (vii) the inability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (viii) costs related to the Merger, (ix) the outcome of any legal proceedings that may instituted against SensaSure or Verde, regarding the proposed Merger, (x) the ability to maintain the listing of SensaSure’s or Verde’s securities on the OTC prior to the Merger, (xi) the risk that SensaSure or Verde is not able to maintain and enhance its brand and reputation in its marketplace, adversely affecting SensaSure’s or Verde’s business, financial condition and results of operations, (xii) the risk that periods of rapid growth and expansion could place a significant strain on SensaSure’s resources, including its employee base, which could negatively impact SensaSure’s operating results; (xiii) the risk that SensaSure may never achieve or sustain profitability; (xiv) the risk that SensaSure may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; (xv) the risk that the post-combination SensaSure’s securities will not be approved for listing on OTC or if approved, maintain the listing and (xvi) other risks and uncertainties indicated from time to time in the Registration Statement. There may be additional risks that SensaSure or Verde does not know or that SensaSure and Verde currently believe to be immaterial that could also cause results to differ from those contained in any forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and SensaSure assumes no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described in the “Risk Factors” section of periodic reports filed by SensaSure or Verde with the SEC, the Registration Statement and other documents filed or to be filed by SensaSure from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and neither SensaSure, nor Verde assumes any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither SensaSure, nor Verde gives any assurance that either SensaSure or Verde, or the combined company, will achieve its expectations.
For more information, contact:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
https://www.globenewswire.com/newsroom/ti?nf=OTA1Nzg1NyM2MTIwMzM3IzUwMDEyMDg3MA==
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Source: VERDE BIO HLDGS INC.
© 2024 GlobeNewswire, Inc.
https://www.otcmarkets.com/stock/VBHI/news/story?e&id=2785984
Verde Bio Holdings Announces Entry Into Business Combination Agreement with SensaSure Technologies, Inc.
Transaction will provide Formation Minerals Inc., a wholly-owned subsidiary of SensaSure Technologies, Inc. (OTCQB: SSTC) the ability to be one of the first end to end platforms to build, run, manage, grow and monetize oil and gas mineral and royalty portfolios
LAS VEGAS and JACKSBORO, Texas, Dec. 15, 2023 (GLOBE NEWSWIRE) -- Verde Bio Holdings, Inc. (OTC: VBHI) (“Verde”), an emerging oil and gas royalty company, and SensaSure Technologies, Inc. (OTCQB: SSTC) (“SSTC”) today announced that Verde has entered into an agreement and plan of merger (the “Merger Agreement”) with SSTC and Formation Minerals Inc. (“FM”), a wholly-owned subsidiary of SSTC, pursuant to which Verde will merge with and into FM, with FM continuing as the surviving entity resulting from the merger (the “Merger”).
The closing of the Merger is subject to the satisfaction or waiver of various conditions, including the approval of Verde’s stockholders. If the Merger is approved, holders of Verde stock will receive shares of SSTC stock pursuant to an exchange ratio formula set forth in the Merger Agreement.
The combined company will focus on the acquisition of minerals and royalties under Verde’s current business plan.
The Merger has been unanimously approved by the Board of Directors of both companies and is expected to close in the first quarter of 2024, subject to the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the merger, and the satisfaction of customary closing conditions.
Verde’s Chief Executive Officer and President, Scott Cox, commented, “We are pleased to announce this strategic transaction which we expect will simplify our corporate structure, reduce costs and further support the integration and optimization of our portfolio.”
“Verde believes that this transaction represents the company’s commitment to delivering value to the stockholders,” continued Mr. Cox. “The proposed merger represents an exciting opportunity for shareholders of each company, and we believe it gets us one step closer to our goal of becoming a major player in the minerals and royalties world.”
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. is an oil and gas Company engaged in the acquisition and management of mineral and royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests. For more information on Verde Bio Holdings, Inc., visit www.verdebh.com.
About Formation Minerals Inc.
Formation Minerals Inc. is a recently formed wholly-owned subsidiary of SSTC formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Spartan Capital Securities, LLC is serving as financial advisor to the Merger.
For more information, contact:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, FM’s and Verde’s expectations with respect to the proposed business combination between FM and Verde, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the implied valuation of Verde, the products offered by Verde and the markets in which it operates, and Verde’s projected future results. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside FM’s and Verde’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of FM’s securities, (ii) the risk that the transaction may not be completed by the business combination deadline, even if extended by its stockholders, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of Verde, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v) the failure to obtain any applicable regulatory approvals required to consummate the business combination; (vi) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the business combination, (vii) the effect of the announcement or pendency of the transaction on Verde’s business relationships, performance, and business generally, (viii) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (ix) costs related to the business combination, (x) the outcome of any legal proceedings that may be instituted against Verde or FM following the announcement of the proposed business combination, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities, (xii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Verde operates, (xiii) the risk of the occurrence of extraordinary events, such as terrorist attacks, disease epidemics or pandemics, severe weather events and natural disasters, (xiv) the risk that periods of rapid growth and expansion could place a significant strain on Verde’s resources, including its employee base, which could negatively impact Verde’s operating results; (xv) the risk that Verde may never achieve or sustain profitability; (xvi) the risk that Verde may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; and (xvii) other risks and uncertainties indicated from time to time in the proxy statement and/or prospectus to be filed relating to the business combination, including those under the “Risk Factors” section therein and in Verde’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Verde and FM assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Important Information and Where to Find It
In connection with the transaction, Verde intends to file a proxy statement and/or registration statement on Form S-4 (the “Proxy Statement/Registration Statement”) with the SEC, which will include a preliminary proxy statement to be distributed to holders of Verde’s common stock in connection with Verde’s solicitation of proxies for the vote by Verde’s stockholders with respect to the transaction and other matters as described in the Proxy/Registration Statement, as well as, if applicable, a prospectus relating to the offer of the securities to be issued to Verde stockholders in connection with the transaction. After the Proxy/Registration Statement has been approved by the SEC, Verde will mail a definitive proxy statement, when available, to its stockholders. Before making any voting or investment decision, investors and security holders and other interested parties are urged to read the proxy statement and/or prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Verde, FM and the transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Verde through the website maintained by the SEC at http://www.sec.gov or by directing a request to: PO Box 67, Jacksboro, Texas 76458.
Participants in Solicitation
FM and Verde and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the transaction. Information about the directors and executive officers of Verde is set forth in its Annual Report on Form 10-K for the fiscal year ended April 30, 2023 filed with the SEC on August 2, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and/or prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Stockholders, potential investors and other interested persons should read the proxy statement and/or prospectus carefully when it becomes available before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
https://www.globenewswire.com/newsroom/ti?nf=ODk5NTQ1NiM1OTczMzkxIzUwMDEyMDg3MA==
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Source: VERDE BIO HLDGS INC.
© 2023 GlobeNewswire, Inc.
https://www.otcmarkets.com/stock/VBHI/news/story?e&id=2718819
8K Out: Verde Bio Holdings, Inc. (the “Company”) entered into a Purchase and Sale Agreement (“Purchase Agreement”) with Carolina Natural Resource Group LLC (“Buyer”) whereby the Company agreed to sell, assign and convey to Buyer 100% of Seller’s right, title and interest in certain oil and gas mineral and royalty interests, overriding royalty interests and other similar interests associated with properties located in DeSoto Parish, Louisiana, Belmont County Ohio and Laramie County, Wyoming (the “Properties”). The purchase price for the Properties is $150,000. The transaction under the Purchase Agreement closed on November 27, 2023.
https://www.otcmarkets.com/filing/html?id=17103212&guid=yTJ-keXhzjdydth
Verde Bio Holdings Provides First Quarter Corporate UpdatePress Release | 09/19/2023
FRISCO, TX, Sept. 19, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire – Verde Bio Holdings, Inc. (OTC: VBHI), an emerging oil and gas royalty company, today issued its first quarter shareholder update, along with its 10-Q filing with the highlights of the quarter and a discussion of its future prospects.
The Company remains optimistic about the oil and gas industry’s macro growth prospects and the opportunistic acquisition opportunities that the current and foreseeable environment may provide for the Company. The Company believes that the extended decline in pricing is an ideal environment to capitalize on opportunities to accelerate its next phase of growth. With acquisition opportunities that current lower prices present and as commodity prices rise again in the future, so does the Company’s revenue on a relative basis with no increased cost to Verde. Management believes the Company is very well positioned for the next phase of its growth.
Commenting on the results, CEO Scott Cox said:
"We remain strongly focused on consistent execution on our growth initiatives as we continue to engage in the strategic expansion of our low-risk, long-life, low-decline asset acquisition model. Our differentiated and value focused business model continues to deliver exceptional results. The pullback in commodity prices provides for attractive acquisitions that fit within our core focus and we remain actively engaged. With our transition into a more traditional E&P company which holds a significant portfolio of revenue producing royalties well underway, we are very excited about our prospects. We look forward to this next phase of growth as we streamline operations and push towards revenue growth and profitability.
First Quarter Key Highlights
The Company remains focused on the consistent execution of its business model and is pleased to share the below highlights:
Total Reserves as of 07/31/2023 were $1.79 million PV-10 value based upon SEC required pricing at $78.37/bbl oil and $4.08/MMBTU/ of Natural Gas.
Total Adjusted Revenue of $75,694. This revenue is net of non-cash adjustments of recorded depletion expense of $56,083 during the first quarter, which represents the proportionate use of the produced units in the properties relative to proven and probable reserves. Further the revenue is net of depreciation expense of $15,483. Revenue was down due to lower natural gas prices during the quarter given our portfolio is currently heavily weighted to gas. However, the Company is looking forward to higher gas prices as we go into the fall and winter and the new wells that will be coming online in its Haynesville Shale properties in the near future.
Portfolio Highlights and Acquisition Activity
To date, the Company has made over 18 acquisitions of revenue producing properties and recently announced an option to acquire another. The Company currently has revenue producing royalty interests in over 400 wells under operators such as SWN Energy, EOG, Civitas, Ovintiv, Aethon, Ascent, Chesapeake, Petro Operating and other major, well-funded operators.
Verde continues to have a healthy pipeline of new deal-flow and is evaluating potential acquisitions which complement its portfolio, as well as seeking opportunistic divestments in which it can make large profits, while actively managing the portfolio to maximize revenue based on current commodity environments. Active management also includes seeking divestment of low-performing assets to free up needed cash for reinvestment into better performing and higher growth potential assets. As the Company recently announced, it sold 55% of 3 lower performing assets for ~$398,750 and believes the balance will close in the near future.
The Company remains focused on execution and is prudently investing in its continued growth, with an emphasis on creating a dynamic and profitable company and focusing on delivering exceptional results for all shareholders.
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. (OTC: VBHI) is an oil and gas company engaged in the acquisition and management of mineral and royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests. www.verdebh.com
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve a high degree of risk and uncertainty, are predictions only and actual events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include the uncertainty regarding viability and market acceptance of the Company’s products and services, the ability to complete software development plans in a timely manner, changes in relationships with third parties, product mix sold by the Company and other factors described in the Company’s most recent periodic filings with the Securities and Exchange Commission, including its 2022 Annual Report on Form 10-K and quarterly reports on Form 10-Q.
Contact:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
https://www.otcmarkets.com/stock/VBHI/news/Verde-Bio-Holdings-Provides-First-Quarter-Corporate-Update?id=414664
A Double a day keeps the bill collector's away!!! Lol! 170Mill volume and price up 100% yet I'm the only poster here today says VBHI run is much larger than just Ihub!!!
Does it???? This is the OTC man!
In OTC they do imo, they use RS as a tool!
Yes! And RS was announced in January here, they'll cancel it imo, co's do that to manipulate price
MERGER!!!!
why are uz running this with 2b @ .0005s coming Common Stock par value $0.001 per share offered by selling stockholder https://www.otcmarkets.com/filing/html?id=17121854&guid=LOJ-keMSURCMdth
1,689,666,667
$
0.0005
$844,833
$
125
Total
1,689,666,667
$
0.0005
$844,833
$
125
Verde Bio Holdings Announces Entry Into Business Combination Agreement with SensaSure Technologies, Inc.
Transaction will provide Formation Minerals Inc., a wholly-owned subsidiary of SensaSure Technologies, Inc. (OTCQB: SSTC) the ability to be one of the first end to end platforms to build, run, manage, grow and monetize oil and gas mineral and royalty portfolios
LAS VEGAS and JACKSBORO, Texas, Dec. 15, 2023 (GLOBE NEWSWIRE) -- Verde Bio Holdings, Inc. (OTC: VBHI) (“Verde”), an emerging oil and gas royalty company, and SensaSure Technologies, Inc. (OTCQB: SSTC) (“SSTC”) today announced that Verde has entered into an agreement and plan of merger (the “Merger Agreement”) with SSTC and Formation Minerals Inc. (“FM”), a wholly-owned subsidiary of SSTC, pursuant to which Verde will merge with and into FM, with FM continuing as the surviving entity resulting from the merger (the “Merger”).
The closing of the Merger is subject to the satisfaction or waiver of various conditions, including the approval of Verde’s stockholders. If the Merger is approved, holders of Verde stock will receive shares of SSTC stock pursuant to an exchange ratio formula set forth in the Merger Agreement.
The combined company will focus on the acquisition of minerals and royalties under Verde’s current business plan.
The Merger has been unanimously approved by the Board of Directors of both companies and is expected to close in the first quarter of 2024, subject to the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the merger, and the satisfaction of customary closing conditions.
Verde’s Chief Executive Officer and President, Scott Cox, commented, “We are pleased to announce this strategic transaction which we expect will simplify our corporate structure, reduce costs and further support the integration and optimization of our portfolio.”
“Verde believes that this transaction represents the company’s commitment to delivering value to the stockholders,” continued Mr. Cox. “The proposed merger represents an exciting opportunity for shareholders of each company, and we believe it gets us one step closer to our goal of becoming a major player in the minerals and royalties world.”
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. is an oil and gas Company engaged in the acquisition and management of mineral and royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests. For more information on Verde Bio Holdings, Inc., visit www.verdebh.com.
About Formation Minerals Inc.
Formation Minerals Inc. is a recently formed wholly-owned subsidiary of SSTC formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Spartan Capital Securities, LLC is serving as financial advisor to the Merger.
For more information, contact:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, FM’s and Verde’s expectations with respect to the proposed business combination between FM and Verde, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the implied valuation of Verde, the products offered by Verde and the markets in which it operates, and Verde’s projected future results. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside FM’s and Verde’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of FM’s securities, (ii) the risk that the transaction may not be completed by the business combination deadline, even if extended by its stockholders, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of Verde, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v) the failure to obtain any applicable regulatory approvals required to consummate the business combination; (vi) the receipt of an unsolicited offer from another party for an alternative transaction that could interfere with the business combination, (vii) the effect of the announcement or pendency of the transaction on Verde’s business relationships, performance, and business generally, (viii) the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees, (ix) costs related to the business combination, (x) the outcome of any legal proceedings that may be instituted against Verde or FM following the announcement of the proposed business combination, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities, (xii) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Verde operates, (xiii) the risk of the occurrence of extraordinary events, such as terrorist attacks, disease epidemics or pandemics, severe weather events and natural disasters, (xiv) the risk that periods of rapid growth and expansion could place a significant strain on Verde’s resources, including its employee base, which could negatively impact Verde’s operating results; (xv) the risk that Verde may never achieve or sustain profitability; (xvi) the risk that Verde may need to raise additional capital to execute its business plan, which many not be available on acceptable terms or at all; and (xvii) other risks and uncertainties indicated from time to time in the proxy statement and/or prospectus to be filed relating to the business combination, including those under the “Risk Factors” section therein and in Verde’s other filings with the U.S. Securities and Exchange Commission (the “SEC”). The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Verde and FM assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Important Information and Where to Find It
In connection with the transaction, Verde intends to file a proxy statement and/or registration statement on Form S-4 (the “Proxy Statement/Registration Statement”) with the SEC, which will include a preliminary proxy statement to be distributed to holders of Verde’s common stock in connection with Verde’s solicitation of proxies for the vote by Verde’s stockholders with respect to the transaction and other matters as described in the Proxy/Registration Statement, as well as, if applicable, a prospectus relating to the offer of the securities to be issued to Verde stockholders in connection with the transaction. After the Proxy/Registration Statement has been approved by the SEC, Verde will mail a definitive proxy statement, when available, to its stockholders. Before making any voting or investment decision, investors and security holders and other interested parties are urged to read the proxy statement and/or prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Verde, FM and the transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Verde through the website maintained by the SEC at http://www.sec.gov or by directing a request to: PO Box 67, Jacksboro, Texas 76458.
Participants in Solicitation
FM and Verde and their respective directors and certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the transaction. Information about the directors and executive officers of Verde is set forth in its Annual Report on Form 10-K for the fiscal year ended April 30, 2023 filed with the SEC on August 2, 2023. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the proxy statement and/or prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Stockholders, potential investors and other interested persons should read the proxy statement and/or prospectus carefully when it becomes available before making any voting or investment decisions. When available, these documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
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https://www.otcmarkets.com/stock/VBHI/news/story?e&id=2718819
8K Out: Verde Bio Holdings, Inc. (the “Company”) entered into a Purchase and Sale Agreement (“Purchase Agreement”) with Carolina Natural Resource Group LLC (“Buyer”) whereby the Company agreed to sell, assign and convey to Buyer 100% of Seller’s right, title and interest in certain oil and gas mineral and royalty interests, overriding royalty interests and other similar interests associated with properties located in DeSoto Parish, Louisiana, Belmont County Ohio and Laramie County, Wyoming (the “Properties”). The purchase price for the Properties is $150,000. The transaction under the Purchase Agreement closed on November 27, 2023.
https://www.otcmarkets.com/filing/html?id=17103212&guid=yTJ-keXhzjdydth
Verde Bio Holdings Provides First Quarter Corporate UpdatePress Release | 09/19/2023
FRISCO, TX, Sept. 19, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire – Verde Bio Holdings, Inc. (OTC: VBHI), an emerging oil and gas royalty company, today issued its first quarter shareholder update, along with its 10-Q filing with the highlights of the quarter and a discussion of its future prospects.
The Company remains optimistic about the oil and gas industry’s macro growth prospects and the opportunistic acquisition opportunities that the current and foreseeable environment may provide for the Company. The Company believes that the extended decline in pricing is an ideal environment to capitalize on opportunities to accelerate its next phase of growth. With acquisition opportunities that current lower prices present and as commodity prices rise again in the future, so does the Company’s revenue on a relative basis with no increased cost to Verde. Management believes the Company is very well positioned for the next phase of its growth.
Commenting on the results, CEO Scott Cox said:
"We remain strongly focused on consistent execution on our growth initiatives as we continue to engage in the strategic expansion of our low-risk, long-life, low-decline asset acquisition model. Our differentiated and value focused business model continues to deliver exceptional results. The pullback in commodity prices provides for attractive acquisitions that fit within our core focus and we remain actively engaged. With our transition into a more traditional E&P company which holds a significant portfolio of revenue producing royalties well underway, we are very excited about our prospects. We look forward to this next phase of growth as we streamline operations and push towards revenue growth and profitability.
First Quarter Key Highlights
The Company remains focused on the consistent execution of its business model and is pleased to share the below highlights:
Total Reserves as of 07/31/2023 were $1.79 million PV-10 value based upon SEC required pricing at $78.37/bbl oil and $4.08/MMBTU/ of Natural Gas.
Total Adjusted Revenue of $75,694. This revenue is net of non-cash adjustments of recorded depletion expense of $56,083 during the first quarter, which represents the proportionate use of the produced units in the properties relative to proven and probable reserves. Further the revenue is net of depreciation expense of $15,483. Revenue was down due to lower natural gas prices during the quarter given our portfolio is currently heavily weighted to gas. However, the Company is looking forward to higher gas prices as we go into the fall and winter and the new wells that will be coming online in its Haynesville Shale properties in the near future.
Portfolio Highlights and Acquisition Activity
To date, the Company has made over 18 acquisitions of revenue producing properties and recently announced an option to acquire another. The Company currently has revenue producing royalty interests in over 400 wells under operators such as SWN Energy, EOG, Civitas, Ovintiv, Aethon, Ascent, Chesapeake, Petro Operating and other major, well-funded operators.
Verde continues to have a healthy pipeline of new deal-flow and is evaluating potential acquisitions which complement its portfolio, as well as seeking opportunistic divestments in which it can make large profits, while actively managing the portfolio to maximize revenue based on current commodity environments. Active management also includes seeking divestment of low-performing assets to free up needed cash for reinvestment into better performing and higher growth potential assets. As the Company recently announced, it sold 55% of 3 lower performing assets for ~$398,750 and believes the balance will close in the near future.
The Company remains focused on execution and is prudently investing in its continued growth, with an emphasis on creating a dynamic and profitable company and focusing on delivering exceptional results for all shareholders.
About Verde Bio Holdings, Inc.
Verde Bio Holdings, Inc. (OTC: VBHI) is an oil and gas company engaged in the acquisition and management of mineral and royalty interests in lower risk, onshore oil and gas properties within the major oil and gas plays in the U.S. The Company’s dual-focused growth strategy relies primarily on leveraging management’s expertise to grow through the strategic acquisition of revenue producing royalty interest and strategic and opportunistic non-operated working interests. www.verdebh.com
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
Statements in this press release that are not strictly historical are “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve a high degree of risk and uncertainty, are predictions only and actual events or results may differ materially from those projected in such forward-looking statements. Factors that could cause or contribute to differences include the uncertainty regarding viability and market acceptance of the Company’s products and services, the ability to complete software development plans in a timely manner, changes in relationships with third parties, product mix sold by the Company and other factors described in the Company’s most recent periodic filings with the Securities and Exchange Commission, including its 2022 Annual Report on Form 10-K and quarterly reports on Form 10-Q.
Contact:
Kirin Smith, President
PCG Advisory, Inc.
ksmith@pcgadvisory.com
https://www.otcmarkets.com/stock/VBHI/news/Verde-Bio-Holdings-Provides-First-Quarter-Corporate-Update?id=414664
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