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Strategic Decision to Support Improved Investor Profile and Position Company for Next Stage of Success
FRISCO, TX – 
The primary purpose of the reverse split is to better position the Company to take advantage of current market conditions and to continue to add valuable assets to its portfolio and ultimately to its bottom line. The split will also help meet the requirements for trading on a national exchange. Following the mandatory 10-day waiting period for the Preliminary 14C and barring any comments from the SEC, the Company will file a Definitive 14C and following the mandatory 20-day waiting period, the Definitive 14C will become effective. Shortly thereafter and upon approval by the Financial Industry Regulatory Authority, the split will be effected and a new CUSIP number will be assigned to the Company’s common stock. Upon effectiveness of the reverse stock split, every 1,500 shares of the Company’s common stock outstanding will be converted into one share of common stock, with any fractional shares rounded up to one whole share.
Further, once the split is effective the Company is planning to move forward with a large capital raise to recapitalize the company to further position it for success in any market.
Scott Cox, CEO of Verde, stated, “Implementation of the stock split and name change is an important strategic decision for Verde. We believe the action will help us best position the Company for not only a potential up-listing, but also provide us with greater access to capital by increasing our exposure to institutional investors, which will ultimately help us to achieve our stated strategic and operational goals. Additionally, investors should keep in mind that a reverse split is simply a relative split in share count and share price whereby the share count goes down, tightening up the company and the share price goes up which can make the Company more attractive to investors and capital groups.”
The Company is currently in the beginning process of due diligence related to up-listing on a national exchange. Before an up-list of the common stock, the Company will need to complete and file an application after the split is completed. There can be no assurance the Company’s application will be approved by the chosen national exchange. Further, the Company will be adding at least two Board Members in the near future as we continue to progress the Company to meet further qualifications.
“This is a critically important step in our corporate development, and we are pleased that we have positioned the company through continued proven execution of our business plan, so we can execute the split and position the company for continued growth. The resulting higher share price will also provide us with several significant benefits, including ease of raising capital, enhancing our corporate profile and appealing to institutional investors and analysts. This stage is a significant milestone in our plan to create long-term stockholder value and attract a broader, more diverse stockholder base,” continued Scott Cox. “This success will support the Company as it continues to drive forward as a well-capitalized and well positioned oil and gas company.”
The reverse stock split will not affect any stockholder’s percentage ownership interest or proportionate voting power or other rights in the Company’s common stock, except to the extent that any stockholder receives whole shares in lieu of fractional shares. No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the reverse stock split will be entitled to a cash payment in lieu thereof at a price equal to $0.02 per share. Holders of the Company’s common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Securities Transfer Corporation at 469.633.0101.
Additional information regarding the reverse stock split can be found in the Company’s filings with the Securities and Exchange Commission and readers are encouraged to read such documents and the exhibits thereto in their entirety.
This communication does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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.
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