{"url_path":"/sec/vrdr/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 Certain Relationships and Related Transactions, and Director Independence.**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-027105-index.html","accession_number":"0001493152-26-027105","cik":"0001506929","ticker":"VRDR","issuer_name":"VERDE RESOURCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-027105-index.html","primary_entity_key":"0001506929","primary_entity_name":"VERDE RESOURCES, INC."},"word_count":684,"has_tables":true,"body_markdown":"**ITEM\n13. Certain Relationships and Related Transactions, and Director Independence.**\n\n \n\n**Director\nIndependence**\n\n \n\nOf\nour directors, we have determined that Dr. Raymond Lee Powell is an “independent” director under the Nasdaq listing standards,\nwhile Jack Wong, Eric Bava, and Karl Strahl are not independent under such standards.\n\n \n\n**Transactions\nwith Related Persons**\n\n \n\nExcept\nas set forth below, there are no transactions during our two most recent fiscal years ended June 30, 2025, and 2024, or any currently\nproposed transaction, in which our Company was or to be participant and the amount exceeds the lesser of $120,000 or one percent of the\naverage of our Company’s total assets at year end for our last two completed years, and in which any of our Directors, officers\nor principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material\ninterest.\n\n \n\n  \nFor the Years ended \n\n  \nJune 30, \n\n  \n2025  \n2024 \n\nRelated party transactions: \n    \n   \n\nSale of property: \n    \n   \n\nMr. Jack Wong (1) \n$857,500  \n$- \n\nSettlement of debt by shares \n    \n   \n\nBOC (2) \n$675,888  \n$- \n\n \n\nRelated\nparty balances:\n\n \n\n  \nJune 30, \n\n  \n2025  \n2024 \n\nAmount due to director \n    \n   \n\nMr. Jack Wong (1) \n$209,640  \n$4,188 \n\n  \n    \n   \n\nPromissory notes issued to related party \n    \n   \n\nBOC (2) \n$-  \n$591,170 \n\n \n\n56\n\n[Table of Contents](#toc_001)\n\n \n\n(1)\nMr. Jack Wong is the Chief Executive Officer of the Company effective October 1, 2022. Further, Jack Wong was re-elected Director of\nthe Company by Waiver and Consent of Shareholders, effective March 30, 2024. This represents sale of the property located at 1138 Wildhorse\nParkway Drive, Chesterfield, Missouri 63005 (“Property”) owned by Verde Renewables Inc (“VRI”), for a current\nmarket value of $857,500. A gain on disposal of $161,156 was recognized as a result of this transaction.\n\n \n\n(2)\nBorneo Oil Corporation Sdn. Bhd. (“BOC”) is a wholly owned subsidiary of Borneo Oil Berhad (“BOB”) (holding 13.4%\nof the Company’s issued and outstanding Common Stock as of June 30, 2025). On March 13, 2023, the Company and its former indirect\nwholly-owned subsidiary Champmark Sdn Bhd (“CSB”) entered into a Settlement of Debts Agreement (the “SDA Agreement”)\nfor the settlement in full of CSB’s account payable to a related party, BOC by way of the issuance of a two year term promissory\nnote with the principal amount of $675,888, and bearing 2% coupon interest. This promissory note was repayable by May 12, 2025, either\nin cash or by the issuance of the Company’s restricted Common Stock at a price of $0.07 per share at the discretion of the holder.\nA total of 9,655,542 shares of the Company’s restricted Common Stock were issued on August 16, 2024, to BOB, the appointed nominee\nof the creditor, to settle in full the total of $675,888 of CSB’s account payable to the creditor.\n\n \n\n**Policy\nRegarding Related Party Transactions**\n\n \n\nAll\nfuture transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no\nless favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors\nwho do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.\nAs a general rule, conducting corporate business with a relative or significant other, or with a business in which a relative or significant\nother is associated in any significant role, should be avoided. Relatives include spouse, sister, brother, daughter, son, mother, father,\ngrandparents, aunts, uncles, nieces, nephews, cousins, step relationships, and in-laws. Significant others include persons living in\na spousal (including same sex) or familial fashion with an employee. We must report all such material related party transactions under\napplicable accounting rules, federal securities laws, SEC rules and regulations, and securities market rules. Any dealings with a related\nparty must be conducted in such a way that no preferential treatment is given to such business.\n\n \n\n**Indemnification\nUnder Articles of Incorporation and Bylaws**\n\n \n\nOur\ndirectors and officers are indemnified as provided by Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors\nand certain officers against certain liabilities, including liabilities under the Securities Act."}