{"url_path":"/sec/vrdr/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-032087-index.html","accession_number":"0001493152-26-032087","cik":"0001506929","ticker":"VRDR","issuer_name":"VERDE RESOURCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1506929/0001493152-26-032087-index.html","primary_entity_key":"0001506929","primary_entity_name":"VERDE RESOURCES, INC."},"word_count":1140,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement**\n\n \n\n*Master\nCommercialization and Collaboration Agreement with Ergon*\n\n \n\nOn\nJuly 1, 2026, Verde Renewables, Inc. (“**Verde Renewables**”), a wholly owned subsidiary of Verde Resources, Inc. (the\n“**Company**”), entered into a Master Commercialization and Collaboration Agreement (the “**MCCA**”) with\nErgon Asphalt & Emulsions, Inc. a Mississippi corporation (“**Ergon**”), under which Verde Renewables shall act as\na supplier of engineered biochar to Ergon on a preferred vendor basis and provide carbon credit monetization and related services to\nErgon, and Ergon shall endeavor to use its good faith efforts to develop, manufacture, and market products containing Verde’s engineered\nbiochar (the “**Ergon-Verde Products**”), with the initial Ergon-Verde Product being a cold mix road paving product (the\n“**Initial Product**”). Ergon is the largest supplier of asphalt and pavement preservation products in the United States.\n\n \n\nDuring\nthe term of the MCCA, if Ergon or any of its affiliates desire to utilize biochar in any of Ergon’s products, Ergon shall afford\nVerde Renewables the first opportunity to supply any such biochar required (in the form of Verde Renewables’ engineered biochar),\nand the parties will negotiate to establish agreed-upon applicable commercial terms related to such projects or applications to be memorialized\nin an addendum to the MCCA, or in a direct agreement between Verde Renewables and a customer introduced by Ergon. Commencing in 2027\nand for each year during the term of the MCCA thereafter, the parties shall also in good faith discuss whether to establish mutually\nagreed-upon purchase commitments of Verde Renewables’ biochar product.\n\n \n\nUnder\nthe MCCA, Verde Renewables shall, at Ergon’s request and in coordination with Ergon, use its commercially reasonable efforts to\nperform the services described in the MCCA to assist Ergon, which includes the distribution of Verde Renewables’ engineered biochar\nto Ergon or its customers or otherwise for use in Ergon’s products which utilize biochar, to ensure continuity of biochar supply\nto support commercialization of Ergon-Verde Products, as well as to provide technical and field support services to facilitate market\nadoption of Ergon-Verde Products. Verde Renewables is also responsible under the MCCA for the management of carbon removal credits generated\nby Ergon-Verde Products, including registration, methodology management, verification, registry management, and carbon credit sales.\nIt is anticipated that carbon removal credits shall be generated from: (i) bulk mixing, and (ii) packaged mix of Ergon-Verde Products.\nVerde Renewables shall provide to Ergon a percentage of the net proceeds of Verde Renewables’ share of the biochar carbon removal\ncredits generated.\n\n \n\nConcurrently\nwith the execution of the MCCA, the parties also entered into an addendum to the MCCA to provide for the terms of the first project under\nthe MCCA (“**Project #1**”), which involves providing engineered biochar for use in the Initial Product. Such addendum\nsets out non-binding annual target supply volumes of Ergon’s emulsion products for which Verde Renewables will aim to supply its\nbiochar. Verde Renewables and Ergon shall share in the net revenue of any such sales of Verde Renewables’ biochar to Ergon’s\ncustomers, or any customers introduced by Ergon, in connection with Project #1. Additionally, Ergon will pay Verde Renewables a cash\nroyalty per gallon of Ergon’s emulsion product sold in connection with Project #1. For any products beyond the Initial Product\nfor which Ergon utilizes Verde Renewables’ biochar, the parties will negotiate in good faith to establish mutually agreed-upon\ncommercial terms related to such additional applications to be memorialized in an addendum or amendment to the MCCA. The Company expects\nProject #1 to commence immediately and continue over the next several years as the Initial Product is manufactured, tested in pilot programs\nand commercialized.\n\n \n\nThe\ninitial term of the MCCA shall be for a period of ten years (the “**Initial Term**”), and shall automatically renew for\na period of five years unless at least six months prior to the expiration of the Initial Term, either party provides notice to the other\nparty that it wishes to terminate this MCCA at expiration of the Initial Term. Either party may also terminate the MCCA at any time upon\nwritten notice upon the occurrence of customary events such as breach of the MCCA and upon bankruptcy of a party (subject to notice and\ncure periods as provided for in the MCCA). Additionally, in the case of termination (except for cause) of either Mr. Jack Wong, the Chief\nExecutive Officer of the Company, or Eric Bava, the Chief Operating Officer of the Company, Ergon shall have the right to terminate the\nMCCA upon sixty days’ written notice.\n\n \n\nThe\nMCCA contains various other customary agreements, warranties, and covenants by the parties, such as intellectual property provisions,\nstandard confidentiality agreements, indemnification provisions, and minimum levels of insurance that each party must maintain at its\nown cost, for which the other party shall be named as an additional insured under such policies.\n\n \n\nThe\nforegoing description of the material terms of the MCCA is not complete and is qualified in its entirety by reference to the full text\nof the MCCA, a copy of which is filed as Exhibit 10.1 to this Current Report.\n\n \n\n \n\n \n\n \n\n*Amendment\nto Supply Agreement with Biochar Solutions*\n\n \n\nAs\npreviously reported, on March 14, 2026, Verde Renewables entered into a Supply Agreement (the “**BSL Supply Agreement**”)\nwith Biochar Solutions LLC (“**BSL**”), pursuant to which BSL will manufacture, supply, distribute, and white label engineered\nbiochar for incorporation into Verde’s and its customers’ products. On June 30, 2026, Verde Renewables and BSL entered\ninto a First Amendment to the BSL Supply Agreement (the “**First BSL Amendment**”). Verde Renewables entered into the\nFirst BSL Amendment in part to facilitate Verde Renewables’ provision of engineered biochar to Ergon under the MCCA.\n\n \n\nPursuant\nto the terms of the First BSL Amendment, Verde Renewables and BSL have agreed that:\n\n \n\n1.\nThe initial annual supply of up to **38,500 U.S. tons of biochar to be provided by BSL to Verde Renewables shall**subject to increase\nupon Verde Renewables’ request (subject to good faith discussions and mutual agreement of the parties) based on, among other factors,\nthe requirements of Verde’s customers or commercial collaborators (including, without limitation, Ergon).\n\n \n\n2.\nAll biochar supplied to Verde Renewables or its customers or commercial collaborators shall be supplied by BSL on a “white label”\nbasis, meaning utilizing only Verde Renewables’ trademarks, trade names, logos, labels, and other proprietary branding elements.\n\n \n\n3.\nVerde Renewables and BSL will jointly file for U.S. and/or international patent protection for the *Designer-Blend Char*\nformulation developed by the parties to optimize the performance of Verde’s BioAsphalt™, with all patent rights to be owned\njointly by the parties on an undivided equal partial interest basis.\n\n \n\nThe\nforegoing description of the material terms of the First BSL Amendment is not complete and is qualified in its entirety by reference\nto the full text of the First BSL Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report."}