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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 7, 2023
Verde Resources, Inc. |
(Exact name of registrant as specified in its charter) |
Nevada | | 000-55276 | | 32-0457838 |
(State or other jurisdiction | | (Commission | | (IRS Employer |
of incorporation) | | File Number) | | Identification No.) |
2 Cityplace Drive, Suite 200, St. Louis, MO 63141 |
(Address of principal executive offices) |
Registrant’s telephone number, including area code (323) 538-5799
_________________________________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 504 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-25 of the Securities Exchange Act of 1934 (§240.12b-2 of this Chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement
On August 7, 2023, Verde Resources, Inc. (the “Company”) entered into a Memorandum of Understanding (the “MOU”) with Andre van Zyl (“AvZ”) & Green Carbon Industries Group of Companies (“GCI”), headquartered in Western Australia, to actively pursue and put in place a mutually agreeable and fully funded project venture in North America, through the Company to securely ring-fence, support, preserve and implement the existing and related Intellectual Property of both parties and their respective subsidiaries/representatives, as well as to fund and support ongoing and future Research and Developments.
The intended project venture will also be responsible to establish a phased implementation plan for modified, scaled Biochar and Construction Char operations, that will be paired with new Cold Bio Emulsion and Cold Bio Mix technology plant production operations to be established for the production of low CO2 footprint construction material in the territory of North America. Upon successful implementation of the project venture, there will be further option to expand operations throughout the continents of South America’s, APAC, Europe, and Africa.
This technology makes possible high duty road base and road wearing course installations with superior performance, utilizing more cost-effective local soils and gravels with extended life of road performance, and substantially lower maintenance activities and cost.
Pursuant to the MOU, the Company shall assume principal responsibility for delineating and executing a trajectory conducive to effectuating a transition from the U.S. Over-the-Counter (USOTC) market to the Nasdaq exchange.
Upon the confirmation of a minimum funding quantum of USD 2 million, to be procured by the Company, both AvZ and the Company shall engage the MOU as a foundational framework for consummating a mutually assented contract. Concurrently, AvZ shall assume the role of Chief Technology Officer (CTO) at the Company. This designation shall be accompanied by a pre-Nasdaq migration executive package, the validity of which shall persist until December 31, 2024. In tandem, an additional financial accumulation attaining a minimum threshold of USD 50 million, achieved via secondary offering during the Nasdaq Migration phase or through alternative mechanisms of capital procurement, shall act as a catalyst for the realization of a mutually concurred, elevated executive compensation arrangement. The elevated compensation package shall be activated or take precedence within the timeframe, should the successful secondary offering and Nasdaq migration occur prior to the specified date of December 31, 2024.
The term of the MOU shall become effective on August 7, 2023 and will remain in effect until modified or terminated by any one of the partners by mutual consent. In the absence of mentioned mutually acceptable agreements entered into for North America, by the authorized officials, this MOU shall end on December 31, 2024.
Item 7.01 Regulation FD Disclosure
On August 7, 2023, the Company issued a Press Release announcing a partnership with Green Carbon Industries (GCI) securing exclusive access to its Biochar-Asphalt intellectual property (IP) rights and the formalization of partnership with Puro.earth for engineered carbon removal. The Press Release is attached as an Exhibit to this filing.
Item 9.01 Financial Statements and Exhibits
The Memorandum of Understanding between Verde Resources, Inc. and Andre van Zyl & Green Carbon Industries Group of Companies and the Press Release are attached hereto as Exhibit 10.1 and 99.1.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VERDE RESOURCES, INC.
/s/ Jack Wong | |
Jack Wong | |
President and CEO | |
| |
Date: August 10, 2023 | |
EXHIBIT 10.1
Memorandum of Understanding
Between
Verde Resources Inc.
and
Andre van Zyl & Green Carbon Industries Group of Companies
This Memorandum of Understanding (MOU) sets for the terms and understanding between Verde Resources Inc., located at 2 Cityplace Drive, Suite 200, St. Louis, Missouri 63141 U.S.A., and Andre van Zyl (ZA Passport M00234516) together with Green Carbon Industries Group of Companies, with current location at 1503/105 Stirling Street, Perth, 6000, Western Australia, Australia.
Introduction
The conventional hot mix asphalt paving industry is a very large market internationally, with annual sales of over $27 billion just in North America. In General, conventional hot and warm mix asphalt pavement technology requires high energy input for both the manufacturing and installation operations; and, therefore, is responsible for an unacceptably high Carbon Footprint. Even though technological advancements in the hot and warm mix asphalt continues, the conventional products are still adversely subject to high rates of maintenance and wear from moisture penetration, coupled with freeze and thaw cycles, as well as accelerated oxidation and aging problems.
Utilizing unique, proprietary, and environmentally safe Cold Bio Binder and Cold Bio Mix emulsion technology, as well as trade secret pyrogenic Construction BioChar technology, to produce “BioChar Asphalt”, owned and/or managed by AvZ through various entities like the Green Carbon Industries Group of companies (GCI), Carboncor Group (CCG), has developed and implemented a superior performance cold mix asphalt pavement solution throughout Africa, Middle East, and APAC regions. This technology makes possible superior performance, high duty road base and road wearing course installations, with substantially more cost-effective circular economy derived material.
With high quantities of specialist Biochar additions, as well as substantial emission savings during production and installation of the products, a significantly lower CO2 footprint leads towards international regulatory and voluntary Carbon Trading Platform certification, and it’s associated monetizing platforms.
Purpose and Background
Andre van Zyl, (herein “AvZ”), and Verde Resources Inc., (herein “Verde”), collectively “the Parties”, hereby agree to actively pursue and put in place a mutually agreeable and fully funded project venture in North America, through Verde to securely Ring-Fence, support, preserve and implement the existing and related Intellectual Property of both parties and their respective subsidiaries/representatives, as well as to fund and support ongoing and future Research and Developments.
The intended project venture will also be responsible to establish a phased implementation plan for modified, scaled Biochar and Construction Char operations, that will be paired with new Cold Bio Emulsion and Cold Bio Mix technology plant production operations to be established for the production of low CO2 footprint construction material in the territory of North America. Upon successful implementation of A further option to expand operations throughout the continents of South America’s, APAC, Europe, and Africa.
The planned venture will also include a phased funding approach to establish a primary and eventual suitable regional Research & Development Laboratories, as well as joint venture or contacted parties/entities for both the Licensing and installation approvals for the Carbon Credits and associated construction product installations where it is not yet in place or approved.
Utilizing the trade secret IP and proprietary environmentally safe Cold Bio Binder and Cold Bio Mix emulsion technology, AvZ developed and demonstrated the ability to utilize a diverse range of Carbon and Biochar grades at scale for soil stabilization/pavement and high duty Road installations throughout Africa, Middle Eastern countries, and the APAC region.
This technology makes possible high duty road base and road wearing course installations with superior performance, utilizing more cost-effective local soils and gravels with extended life of road performance, and substantially lower maintenance activities and cost.
A wide range of Biochar types and specifications has been successfully tested and used, that includes Biochar and Construction Chars produced from contaminated wood waste, Bio Solids, Municipal Waste, fossil fuel-based plastics, used tires, various kinds of crop residues, as well as multiple types of organic or inorganic waste. Current high biochar content field of use includes rigid and flexible pavement construction, road repair maintenance, low-cost housing building materials, road furniture, soil stabilization, hard-stands, erosion control, dust suppression, spray seals and commercial and residential emulsion based general construction products.
Pursuant to this exclusive accord established between the parties, Verde shall assume principal responsibility for delineating and executing a trajectory conducive to effectuating a transition from the U.S. Over-the-Counter (USOTC) market to the Nasdaq exchange. Additionally, Verde shall undertake the paramount task of orchestrating the procurement of supplementary capital through a secondary offering, a strategic initiative to be realized prior to the impending migration to the Nasdaq market, all within the temporal confines prescribed by this extant agreement.
Agreements, Phased Timeframe and Sequence of implementation
| | i. | Upon the confirmation of a minimum funding quantum of USD $2 Million, to be procured by Verde, both AvZ and Verde shall engage this Memorandum of Understanding (MOU) as a foundational framework for consummating a mutually assented contract. Said contract shall serve as the instrument to methodically introduce and implement the exclusive licensing entitlements, pertaining to the utilization of intellectual property (IP) and proprietary trade secrets, which have been conceived and are legally owned and/or managed by AvZ through his duly designated entities. Concurrently, AvZ shall assume the role of Chief Technology Officer (CTO) at Verde. This designation shall be accompanied by a pre-Nasdaq migration executive package, the validity of which shall persist until December 31st 2024. In tandem, an additional financial accumulation attaining a minimum threshold of $50 million, achieved via secondary offering during the Nasdaq Migration phase or through alternative mechanisms of capital procurement, shall act as a catalyst for the realization of a mutually concurred, elevated executive compensation arrangement. The elevated compensation package shall be activated or take precedence within the timeframe, should the successful secondary offering and Nasdaq migration occur prior to the specified date of December 31st 2024. |
| | | |
| | ii. | The CTO will be primarily responsible for running, developing, and overseeing the entire Cold Mix Biochar Emulsion Department, R&D and laboratories. The first phase will also include and support a specific purpose of establishing demo trials and showcases in The United States of America. |
| | | |
| | iii. | This MOU and associated agreements are subject to utilization of the first 5 existing Intellectual Properties (IPs) and Trade Secrets from AvZ as summarized in Appendix A. Future Know How, Trade Secrets, IP and Patents that are developed together, will be subject to shared IP Rights, Royalties and ownership by Verde and a nominated entity by AvZ through mutually acceptable agreements, or a further shares consideration. |
| | | |
| | iv. | Following successful and accepted first phase demo installations in North America, Verde will have the option to also enter into separate Technology License right usage-based agreements for South America, Europe, the APAC region and Africa. |
| | | |
| | v. | A suitable and funded project team, under management of AvZ as CTO of Verde, will be primarily responsible to execute and to implement the initial trials in the U.S.A when the funding mechanism and relevant agreements are in place. |
| | | |
| | vi. | Upon successful rollout of the demo trials and showcases, Verde will subsequently provide the necessary capital to establish US-based R&D and QA/QC laboratories, and biochar emulsion plants in the licensed territories and as an option through mutually accepted separate agreements, acquire the license rights to utilize the existing (5 IP sets) for additional territories of South America’s, the APAC region, Africa and Europe. |
| | | |
| | vii. | Verde to provide further capital for new emerging markets, as well as to develop the markets for the alliance to generate business revenues. Verde will also play the leading role in establishing the certification of Carbon Removal Credits with the verified carbon registries. |
| | | |
| | viii. | As part of Verde’s eventual secondary offering and Nasdaq uplift, the parties will formally enter into a new agreement to acquire 100% ownership and control of the IP’s and Trade Secrets via a combination of cash and shares consideration. |
Technical Expertise and Integration
Mr. Andre Van Zyl, as CTO of Verde will be primarily responsible for providing the expertise and know-how to utilize the rights exclusively within the licensed territories. The integration of the technology will also be subject to the provision of suitable technical personnel and facilities to do so over an agreed period.
Duration and Termination
This MOU is at-will and may be modified by mutual consent. This MOU shall become effective upon signature by the authorized officials from the Parties and will remain in effect until modified or terminated by any one of the partners by mutual consent. In the absence of mentioned mutually acceptable agreements entered into for North America, by the authorized officials, this MOU shall end on Dec 31st 2024.
Termination of this Agreement, whether initiated for any cause, both parties shall remain bound by their respective rights to intellectual property ownership, statutory protection entitlements, responsibilities for Royalty Fee payments, duties to maintain confidentiality, and commitments to indemnify, if applicable. In circumstances where statutory and product certification procedures are delayed, or in the occurrence of natural disasters, justifiable extensions for Agreement termination may be conferred, surpassing the previously stated deadline.
The Parties
Signed this day Aug 7th 2023, by:
Green Carbon Industries Group of Companies
| /s/ Andre van Zyl | |
| Andre van Zyl | |
| | |
| | |
| | |
Verde Resources Inc.
| /s/ Jack Wong | |
| Jack Wong | |
| President & CEO | |
EXHIBIT 99.1
Verde Secures Biochar-Asphalt IPs and Formalizes Puro.Earth Partnership for Engineered Carbon Removal
NEWS PROVIDED BY
Verde Resources Inc. -
07 Aug, 2023, 08:32 ET
ST. LOUIS, Aug. 7, 2023 /PRNewswire/ -- Verde Resources, Inc (OTCQB: VRDR) is thrilled to announce a groundbreaking partnership with Green Carbon Industries (GCI). securing exclusive access to its valuable intellectual property (IP) rights. This pivotal collaboration sets the stage for transformative infrastructure development through innovative biochar asphalt showcase projects in the United States, complementing GCl's proven success in showcase projects across the Asia Pacific (APAC), Middle East, and Africa regions. The initiative is fueled by a shared commitment to validate the concept's feasibility and scalability for carbon sequestration, revolutionizing global infrastructure development, and proactively addressing urgent environmental challenges.
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"Teaming up with Verde to propel our technologies towards a carbon net negative future is truly exhilarating. The unwavering trust we've cultivated with their team amplifies our confidence in the transformative potential of our combined expertise," said Andre van Zyl, the visionary founder and developer of GCl's biochar-based construction materials.
Biochar asphalt, an innovative, eco-friendly, high performance, and cost-saving alternative to conventional high CO2 footprint asphalt production and installation, holds immense promise in addressing environmental concerns. Through the integration and extensive utilization of biochar- a carbon-rich material derived from organic waste, Verde aims to reduce carbon emissions and the carbon footprint of infrastructure projects. The American showcase projects will serve as compelling evidence of the technology's capability in carbon sequestration, efficiently mitigating greenhouse gas, enhancing durability and cost efficiencies, all while simultaneously addressing pressing environmental challenges.
"We are thrilled to unveil this exclusive partnership with GCI, fusing infrastructure resilience and environmental stewardship in a way that will reshape the future of the construction industry," said Jack Wong, President and CEO of Verde Resources Inc.
Additionally, Verde's efforts will unlock revenue opportunities by generating CO2 Removal Credits (CORCs), a crucial step that can incentivize broader adoption of climate technologies. These credits can be supplied to companies seeking to offset their carbon footprint to achieve net zero emissions or invest in leading edge innovation, simultaneously creating an additional revenue stream for Verde.
Puro.earth, the world's leading crediting platform for durable carbon removal, registered Verde as a carbon removal supplier as part of Puro.earth's Accelerate program earlier this year. The partnership was solidified through a signed platform agreement in April 2023. It's worth highlighting that Puro.earth was acquired by Nasdaq in June 2021.
"We are delighted to collaborate with Verde in a purposeful partnership to bolster carbon removal, efforts that are critical to meeting the pressing challenge of reaching net zero emissions, per the IPCC. This collaboration reinforces our dedication to exploring cutting-edge technologies and practices, advancing our shared mission of mitigating climate change," said Joseph Kochanski, Puro.earth's Head of Operations for the Americas.
With a firm focus on innovation, Verde Resources Inc is dedicated to pioneering the development of practical and scalable solutions that will accelerate the global transition towards a neutral carbon future.
About Verde Resources Inc:
Verde Resources Inc is on a mission to become a global climate-tech leader by converting waste into renewable, sustainable, and cost-effective solutions, which would pave the way for a seamless #TransitionToZero. The company is fully committed to its decarbonization and regenerative initiatives to be in line with its mission of Going Green and Beyond.
For more information, visit www.verderesources.com
SOURCE Verde Resources Inc.