Verde Resources Pivots to Green Asphalt, Secures Ergon Deal

TL;DR

**VRDR is making a high-stakes bet on green asphalt and carbon credits, and the Ergon deal is a game-changer that could finally put them on the map.**

AI Summary

Verde Resources, Inc. (VRDR) is transforming into a sustainable infrastructure materials company, focusing on its proprietary BioAsphalt and Verde V24 cold mix biochar asphalt emulsifying agent. For the fiscal year ended June 30, 2025, the company reported significant strategic shifts, including the sale of its Malaysian mining subsidiary Champmark Sdn Bhd on April 20, 2023, and the discontinuation of its CBD business on July 6, 2024, to fully concentrate on its 'Transition to Zero' mission. A key milestone was the issuance in April 2025 of the world's first carbon removal credit from asphalt production, certified by Puro.earth. Technological validation by the National Center for Asphalt Technology (NCAT) in July and September 2025 confirmed the durability and superior performance of its cold-recycled mix using 100% reclaimed asphalt pavement. VRDR entered an exclusive licensing agreement with Ergon Asphalt & Emulsions, Inc. on October 10, 2025, for North American distribution of Verde V24, anticipating initial sales-based revenues from April 2026 to September 2026. The company reported an aggregate market value of voting and non-voting common equity held by non-affiliates of approximately $142,952,618.38 as of December 31, 2024, with 1,269,280,891 shares of common stock outstanding as of October 20, 2025. VRDR will fund $3 million to C-Twelve Pty Ltd. by July 2026, comprising a $2 million loan and a $1 million license fee.

Why It Matters

Verde Resources' pivot to sustainable infrastructure materials, particularly its BioAsphalt and Verde V24, positions it as a first-mover in a rapidly decarbonizing economy. The exclusive licensing agreement with Ergon, a major North American asphalt marketer, provides immediate scalability and distribution, potentially disrupting the traditional, carbon-intensive road construction industry. This move could attract ESG-focused investors and create new revenue streams through carbon removal credits, offering a competitive edge against conventional material providers. For customers, it promises more durable, environmentally friendly, and potentially cost-effective road solutions, while employees will be part of an innovative, climate-focused enterprise.

Risk Assessment

Risk Level: medium — The company faces significant execution risk in commercializing its proprietary technologies, despite the Ergon license, as evidenced by the 'go-to-market period' with no minimum purchase requirements until 2027. Furthermore, VRDR is required to fund $3 million to C-Twelve Pty Ltd. by July 2026, which represents a substantial expenditure for a company transitioning its business model and relying on future revenue generation.

Analyst Insight

Investors should closely monitor VRDR's progress in generating sales-based revenues through the Ergon partnership, particularly after the initial 'go-to-market period' ends in December 2026. Evaluate the company's ability to secure definitive agreements for TerraZyme and manage its $3 million commitment to C-Twelve Pty Ltd. by July 2026, as these are critical for long-term viability.

Key Numbers

• $142,952,618.38 — Aggregate market value of common equity held by non-affiliates (as of December 31, 2024)
• 1,269,280,891 — Shares of common stock outstanding (as of October 20, 2025)
• $3 million — Required funding to C-Twelve Pty Ltd. (by end of July 2026, comprising $2M loan and $1M license fee)
• 10 — Term of Ergon License in years (initial term with automatic renewals)
• 15 — Initial 'go-to-market period' in months with Ergon (no minimum purchase requirements during this period)
• 40% — Share of carbon removal credits granted to Ergon (from bulk mixing or packaged mixed product using biochar purchased from VRDR)
• 2025-04 — Date of first carbon removal credit issuance (from asphalt production and application, certified by Puro.earth)
• 2025-10-10 — Date of Ergon License agreement (exclusive license for Verde V24 in North America)
• 2026-12 — End of initial 'go-to-market period' with Ergon (discussions for minimum quantities for 2027 to begin)
• 2026-12 — Expiration of NPI MOU for TerraZyme (negotiations for definitive exclusive worldwide license ongoing)

Key Players & Entities

• VERDE RESOURCES, INC. (company) — registrant
• Ergon Asphalt & Emulsions, Inc. (company) — exclusive licensee for Verde V24 in North America
• Puro.earth (company) — leading global registry for engineered carbon removal
• National Center for Asphalt Technology (NCAT) (company) — validated BioAsphalt technology
• Champmark Sdn Bhd (company) — Malaysian mining subsidiary sold on April 20, 2023
• MRX Xtractors, LLC (company) — CBD business supply agreement expired July 6, 2024
• Verde Renewables, Inc. (company) — wholly owned U.S. subsidiary
• C-Twelve Pty Ltd. (company) — licensor of Verde V24
• Nature Plus Inc. (NPI) (company) — provider of TerraZyme enzyme through MOU
• Jack Wong (person) — Chief Executive Officer of Verde Resources, Inc.

FAQ

Risk Factors

• Execution of Business Plan and Revenue Generation [high — operational]: The company's ability to establish and implement its business plan and begin generating revenues is critical. This includes the success of its licensing model strategy with commercial partners like Ergon, and the effective scaling of operations. Failure to execute could significantly impact financial performance.
• Competition and Market Adoption [medium — market]: Verde Resources operates in the construction and building materials sector, which is described as long overdue for transformation. The company's ability to effectively compete and gain market adoption for its proprietary, sustainable materials like BioAsphalt and Verde V24 is a key risk. The success of its first-mover advantage in scalable Net Zero solutions is dependent on market acceptance.
• Governmental Laws and Regulations [medium — regulatory]: The company is subject to governmental laws and regulations that affect its business. Compliance with new regulations and evolving environmental standards, particularly concerning carbon credits and sustainable materials, poses a significant risk. The company's ability to navigate and comply with these requirements is essential.
• Funding and Capital Requirements [medium — financial]: The company has ongoing capital requirements, including a $3 million funding commitment to C-Twelve Pty Ltd. by July 2026. The ability to secure adequate future capital to fund operations, expansion, and strategic initiatives is a key financial risk. Dependence on external funding could impact growth and stability.
• Technological Development and Validation [medium — operational]: While the company has achieved technological validation from NCAT for its BioAsphalt and cold-recycled mix, ongoing development and continued validation of its proprietary products are crucial. Any setbacks in performance or durability could undermine market confidence and adoption.
• Carbon Credit Market Volatility [medium — market]: The company's business model incorporates the generation and sale of carbon removal credits. The value and demand for these credits can be subject to market volatility, regulatory changes, and evolving investor sentiment towards carbon offsetting. Fluctuations in the carbon credit market could impact revenue streams.
• Licensing and Partnership Agreements [medium — legal]: The company relies on licensing agreements, such as the exclusive North American distribution agreement with Ergon Asphalt & Emulsions, Inc. The success of these agreements, including terms, revenue sharing (e.g., 40% share of carbon removal credits to Ergon), and potential for renewal, is critical. Any disputes or failures in these partnerships could hinder market penetration.

Industry Context

Verde Resources operates in the construction and building materials sector, an industry characterized by a significant need for transformation towards sustainability. The company is positioning itself as a first mover in scalable Net Zero solutions, leveraging proprietary technologies like BioAsphalt and Verde V24. Key industry trends include increasing pressure to offset carbon footprints, driven by rising energy consumption (e.g., data centers) and a growing demand for high-integrity, verifiable carbon credits.

Regulatory Implications

The company's focus on sustainable materials and carbon removal credits places it at the intersection of environmental regulations and construction standards. Compliance with evolving governmental laws, particularly those related to carbon accounting, emissions reduction, and material specifications, is critical. The certification of carbon removal credits by entities like Puro.earth highlights the importance of adhering to rigorous verification standards.

What Investors Should Do

1. Monitor the progress of the Ergon licensing agreement, specifically initial sales-based revenues expected from April 2026 to September 2026.
2. Track the successful execution of the $3 million funding commitment to C-Twelve Pty Ltd. by July 2026.
3. Evaluate the impact of the Puro.earth carbon removal credit certification on market demand and pricing.
4. Assess the ongoing technological validation and performance data from NCAT and other research bodies.
5. Observe any developments regarding the definitive exclusive worldwide license for TerraZyme, following the expiration of the NPI MOU in December 2026.

Key Dates

• 2023-04-20: Sale of Malaysian mining subsidiary Champmark Sdn Bhd — Indicates a strategic divestiture to focus on core sustainable infrastructure materials business.
• 2024-07-06: Discontinuation of CBD business — Further strategic shift to concentrate solely on the 'Transition to Zero' mission and sustainable materials.
• 2025-04: Issuance of world's first carbon removal credit from asphalt production — A key milestone validating the company's proprietary technology and its ability to monetize carbon sequestration in asphalt.
• 2025-07: Preliminary performance results from NCAT for BioAsphalt — Technological validation confirming durability, especially under low-volume roadway conditions.
• 2025-09: NCAT evaluation of cold recycling mix using 100% RAP — Demonstrated superior performance exceeding industry specifications for cold-recycled asphalt, validating strength and durability.
• 2025-10-10: Exclusive licensing agreement with Ergon Asphalt & Emulsions, Inc. — Secures North American distribution for Verde V24, a critical step for revenue generation and market penetration.

Glossary

BioAsphalt

A proprietary road construction material developed by Verde Resources that incorporates biochar, a carbon-sequestering material. (This is a core product offering central to the company's 'Transition to Zero' mission and its ability to generate carbon removal credits.)

Verde V24

A licensed proprietary cold mix biochar asphalt emulsifying agent. (This product is key to the company's licensing strategy, with an exclusive agreement for North American distribution with Ergon.)

Biochar

A charcoal-like material produced by heating organic matter in a low-oxygen environment, known for its ability to sequester carbon. (It is the key component in Verde's BioAsphalt and Verde V24, enabling carbon sequestration and the generation of carbon removal credits.)

Carbon removal credit

A verifiable unit representing the removal of one tonne of carbon dioxide equivalent from the atmosphere. (Verde Resources aims to monetize the carbon sequestration achieved through its products by generating and selling these credits, certified by Puro.earth.)

Puro.earth

A leading global registry for engineered carbon removal, which certifies carbon removal credits. (Certification by Puro.earth is crucial for the credibility and marketability of the carbon removal credits generated by Verde's products.)

NCAT

National Center for Asphalt Technology, an organization that conducts research and provides testing for asphalt materials. (NCAT's technological validation of Verde's products confirms their performance and durability, which is essential for market acceptance.)

RAP

Reclaimed Asphalt Pavement, which is asphalt material recovered from old road surfaces. (Verde's cold-recycled mix using 100% RAP demonstrates the product's ability to utilize recycled materials effectively and meet high performance standards.)

Transition to Zero

Verde Resources' mission to enable net-zero emissions in the infrastructure and building materials sector. (This overarching mission guides the company's strategic direction, product development, and business model.)

Year-Over-Year Comparison

The company has undergone significant strategic shifts, moving away from mining and CBD businesses to fully concentrate on its sustainable infrastructure materials. This 10-K likely reflects a transition period with minimal historical revenue from its core new business, as evidenced by the focus on future revenue streams from the Ergon agreement starting April 2026. Key milestones like the first carbon removal credit issuance in April 2025 and technological validation by NCAT in July/September 2025 are new developments not present in prior filings, indicating a pivot towards innovation and a new business model.

Key Financial Figures

• $0.001 — g) of the Act: Common Stock, par value $0.001 per share (Title of class) Indicate
• $3 million — wever, we will also be required to fund $3 million to C-Twelve by the end of July 2026 as
• $2 million — elve by the end of July 2026 as a loan ($2 million) and as a license fee ($1 million) unde
• $1 million — loan ($2 million) and as a license fee ($1 million) under our Joint Development Agreement
• $572.9 billion — road construction market was valued at $572.9 billion in 2023, according to Market Research F
• $188.0 b — 2024, the North American market reached $188.0 billion, as reported by IBISWorld . Astut

Filing Documents

• vrdr_10k.htm (10-K) — 2145KB
• vrdr_ex31.htm (EX-3.1) — 2KB
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• 0001640334-25-001876.txt ( ) — 11224KB
• vrdr-20250630.xsd (EX-101.SCH) — 112KB
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Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 30 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 39 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 40 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. 40 Item 9A.

Controls and Procedures

Controls and Procedures. 40 Item 9B. Other Information. 42 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, 42 PART III Item 10. Directors, Executive Officers and Corporate Governance. 43 Item 11.

Executive Compensation

Executive Compensation. 47 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 50 Item 13. Certain Relationships and Related Transactions, and Director Independence. 51 Item 14. Principal Accounting Fees and Services. 52 PART IV Item 15. Exhibits. 53 Item 16. Form 10-K Summary 55 Signatures. 56 2 Table of Contents PART I CAUTIONARY NOTE ON FORWARD-LOOKING STATMENTS This Annual Report on Form 10-K (the "Annual Report"), and any documents we filed as exhibits to this Annual Report, contain, or may contain, certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. All statements contained in this Annual Report and in any exhibits, other than statements of historical facts, are forward-looking statements including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management, assumed market size and expected market growth. These statements involve significant known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially and adversely different from any future results, performance or achievements expressed or implied by the forward-looking statements. The words "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "aim," "estimates," "intends," "plans," "potential" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about: Our ability to establish and implement our business plan and begin to generate revenues, including through our licensing model strategy in conjunction with key commercial partners like Ergon;

Business

ITEM 1. Business. Overview We are a road construction and building materials company offering proprietary, environmentally sustainable materials and seeking to redefine our industry with a clear mission: enabling the "Transition to Zero." Our proprietary product BioAsphalt incorporates biochar , a powerful carbon sequestering material, into infrastructure with the goal of reducing emissions, improving performance, and lowering overall costs. We also offer a licensed proprietary cold mix biochar asphalt emulsifying agent, which we call " Verde V24 ". Further, we expect to generate revenues from the generation by our products, and our subsequent sale, of carbon removal credits . We believe our proprietary products, know-how and business plan place us at the forefront of sustainable innovation in the construction and building materials sector, an industry we believe is long overdue for transformation. Our strategic roadmap for achieving net-zero emissions—what we call the Verde Net Zero Blueprint —has achieved the following significant milestones: The issuance to our company in April 2025 of the world's first carbon removal credit from asphalt production and application, certified by Puro.earth, the leading global registry for engineered carbon removal. Technological validation of our BioAsphalt by the National Center for Asphalt Technology (NCAT), including receipt of preliminary performance results from NCAT in July 2025 that demonstrated consistent durability, particularly under low-volume roadway conditions. Most recently, in September 2025, NCAT's latest evaluation of our cold recycling mix using 100% reclaimed asphalt pavement ("RAP") from laboratory testing demonstrated that our cold-recycled mix not only meets but exceeds industry specifications for cold-recycled asphalt. These results showed superior cohesion, high tensile strength ratio ("TSR"), and retained stability compared to standard cold mix benchmarks, validating its strength, durability, and mo

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