Verde Resources Files 8-K on Agreements and Equity Sales

TL;DR

Verde Resources filed an 8-K detailing a material agreement and equity sales.

AI Summary

Verde Resources, Inc. filed an 8-K on December 5, 2024, reporting on events that occurred on November 29, 2024. The filing indicates a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. The company is incorporated in Nevada and its principal executive offices are located in St. Louis, Missouri.

Why It Matters

This 8-K filing signals significant corporate actions by Verde Resources, Inc., including potential new agreements and the issuance of equity, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or less transparent capital raising activities.

Key Players & Entities

• VERDE RESOURCES, INC. (company) — Registrant
• November 29, 2024 (date) — Date of earliest event reported
• December 5, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• St. Louis, Missouri (location) — Principal executive offices
• 314-530-9071 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $6,000 — o pay a fixed monthly discounted fee of $6,000 per month, payable in advance on the fi

Filing Documents

• vrdr_8k.htm (8-K) — 24KB
• vrdr_ex101.htm (EX-10.1) — 10KB
• vrdr_ex101img3.jpg (GRAPHIC) — 221KB
• vrdr_ex101img6.jpg (GRAPHIC) — 218KB
• vrdr_ex101img5.jpg (GRAPHIC) — 226KB
• vrdr_ex101img4.jpg (GRAPHIC) — 248KB
• vrdr_ex101img8.jpg (GRAPHIC) — 169KB
• vrdr_ex101img2.jpg (GRAPHIC) — 179KB
• vrdr_ex101img16.jpg (GRAPHIC) — 67KB
• vrdr_ex101img15.jpg (GRAPHIC) — 130KB
• vrdr_ex101img14.jpg (GRAPHIC) — 131KB
• vrdr_ex101img13.jpg (GRAPHIC) — 132KB
• vrdr_ex101img12.jpg (GRAPHIC) — 132KB
• vrdr_ex101img11.jpg (GRAPHIC) — 126KB
• vrdr_ex101img10.jpg (GRAPHIC) — 194KB
• vrdr_ex101img1.jpg (GRAPHIC) — 192KB
• vrdr_ex101img9.jpg (GRAPHIC) — 45KB
• vrdr_ex101img7.jpg (GRAPHIC) — 191KB
• 0001640334-24-001831.txt ( ) — 3728KB
• vrdr-20241129.xsd (EX-101.SCH) — 6KB
• vrdr-20241129_lab.xml (EX-101.LAB) — 13KB
• vrdr-20241129_cal.xml (EX-101.CAL) — 1KB
• vrdr-20241129_pre.xml (EX-101.PRE) — 8KB
• vrdr-20241129_def.xml (EX-101.DEF) — 2KB
• vrdr_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 29, 2024, Verde Resources, Inc. (the "Company"), through its wholly-owned subsidiary Verde Renewables, Inc. ("VRI"), a company incorporated in the State of Missouri, entered into a consulting services agreement (the "Agreement") to engage AUM Media Inc ("AUM"), a company incorporated in the State of Delaware, as a Capital Markets, Investor Relations and Media Relations Advisor to provide advice to the Company on its preparations for an equity raise and the planned uplisting to NASDAQ. Pursuant to terms of the Agreement, the services will be provided by AUM on an annual contract basis and the agreement will continue for 12 months unless it is terminated in accordance with the termination terms under the Agreement. VRI agreed to pay a fixed monthly discounted fee of $6,000 per month, payable in advance on the first day of each month. In addition, the Company shall issue shares equivalent to 0.75% of the Company's total shares outstanding to AUM or any affiliate to be designated by AUM. The share issuance will occur as follows: 50% of the 0.75% of the Company's total shares outstanding will be issued upon the signing of the Agreement, with the remaining shares to be issued within three days following the Company's listing on the NASDAQ. The Company will issue 4,656,550 shares of the Company's restricted common stock to AUM or any affiliate to be designated by AUM as of November 29, 2024. The remaining 4,656,550 shares of the Company's restricted common stock will be issued within three days following the Company's listing on the NASDAQ. The description of the terms of the Agreement is qualified by reference to the complete copy of such Agreement which is filed as an exhibit to this report and incorporated herein by reference.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities Pursuant to the terms of the Agreement described in item 1.01 above, the Company will issue a total of 4,656,550 shares of the Company's restricted common stock. The shares were not registered in reliance on exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act") and Rule 506(b). The Company's reliance on Section 4(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or conterminous public offerings of the securities by the Company; and (d) the negotiations for the sale of the stock took place directly between the offeree and the Company. No underwriters or agents were used in this transaction and no commissions or finder's fees were paid.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits The Consulting Services Agreement is attached hereto as Exhibit 10.1. 10.1 Consulting Services Agreement between Verde Renewables, Inc and AUM Media Inc dated as of November 29, 2024 2

SIGNATURES

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 Chief Executive Officer Date: December 5, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR