8-K/A: Verde Resources and C-Twelve Announce Exclusive Partnership for Low Carbon Asphalt Technology

Verde Resources and C-Twelve have entered into a 10-year exclusive partnership to commercialize low carbon asphalt technology across the United States, marking a significant step towards sustainable road construction.

Summary

• Verde Resources, Inc. and C-Twelve Pty Ltd have entered into a 10-year exclusive partnership to commercialize low carbon asphalt technology in the United States.
• The partnership follows a successful proof-of-concept demonstration at the National Center for Asphalt Technology (NCAT) in Auburn, Alabama, which achieved approximately eight tons of carbon sequestration.
• The definitive Joint Development Agreement (Agreement) was entered into on May 19, 2025, with Verde Resources agreeing to pay C-Twelve $300,000 in sign-on fees and issue 1,500,000 shares of restricted common stock.
• Verde Resources will allocate to C-Twelve a royalty equal to three percent of all future carbon removal credits generated through the use of Verde-C12 IPs.
• Proof-of-concept trials validated the performance of asphalt produced without burning 95% of the fossil fuels typically required for standard hot mix asphalt.
• Verde Resources achieved a significant industry milestone by generating the world's first biochar-based Carbon Removal Credits from asphalt production and application, verified and certified by Puro.earth.
• The initial issuance of carbon removal credits was pre-purchased by a leading global financial institution.

Sentiment

Score: 8

Explanation: The document presents a highly positive outlook due to the exclusive partnership, successful technology validation, and potential for significant revenue generation through carbon removal credits. The pre-purchase of credits by a major financial institution further reinforces the positive sentiment.

Positives

• The partnership aims to redefine sustainable road construction.
• The technology reduces fossil fuel use by 95% in asphalt production.
• The partnership creates a scalable, replicable model for engineered carbon removal.
• Verde's IP Model unlocks a new revenue stream through Carbon Removal Credits.
• The technology provides companies with a pathway to offset their Scope emissions, thereby reducing costs.
• The partnership confirms the economic viability of deploying the group's technology across all aspects of road construction and infrastructure.
• The carbon removal credits were independently verified and certified by Puro.earth, a recognized global standard.

Risks

• The success of the partnership depends on the continued performance and scalability of the technology.
• Regulatory approvals and market acceptance of carbon removal credits are crucial for the financial viability of the project.
• The agreement can be terminated if Verde does not provide a loan of at least $2,000,000 to C-Twelve by July 31, 2026.
• The agreement can be terminated if the CEO or COO of Verde leaves the company for any reason other than termination for cause.

Future Outlook

The partnership aims to commercialize low carbon asphalt technology across the United States, with a focus on generating and selling carbon removal credits. The companies will share joint ownership of all solutions developed, tested, and piloted in the United States.

Management Comments

• The long-term collaboration marks a pivotal step toward redefining the future of sustainable road construction.
• The trials confirmed not only the environmental benefits but also the economic viability of deploying the group's technology across all aspects of road construction and infrastructure, providing pavement durability while reducing greenhouse gas emissions.
• This transaction marks a critical step toward large-scale decarbonization of the infrastructure sector and reinforces the Company's position as a first-mover in the Net Zero transition.

Industry Context

This announcement aligns with the growing global focus on sustainable infrastructure and carbon reduction. The partnership positions Verde Resources and C-Twelve as leaders in the emerging market for low carbon asphalt and carbon removal credits, potentially disrupting traditional road construction practices.

Comparison to Industry Standards

• Traditional hot mix asphalt production typically requires burning significant amounts of fossil fuels, whereas the Verde-C12 technology reduces this by 95%.
• Puro.earth is a recognized global standard for engineered carbon removal solutions, providing credibility to Verde's carbon removal credits.
• The partnership's focus on biochar-based carbon removal credits aligns with emerging trends in carbon capture and storage technologies.
• Comparible companies in the carbon credit space include Carbon Engineering, Climeworks, and Project Vesta, though Verde's focus on asphalt production provides a unique niche.

Stakeholder Impact

• Shareholders: Potential for increased revenue and market value through the commercialization of low carbon asphalt technology.
• Employees: Opportunity to work on innovative and sustainable solutions in the road construction industry.
• Customers: Access to environmentally friendly asphalt products and the ability to offset their carbon emissions.
• Suppliers: Potential for increased demand for biochar and other materials used in the production of low carbon asphalt.
• Creditors: Increased financial stability and potential for repayment of debts through revenue generation.

Next Steps

• Finalize and execute the definitive agreement between Verde Resources and C-Twelve.
• Continue monitoring the ongoing results of the technology's performance at NCAT.
• Establish fully operational manufacturing facilities in the United States.
• Negotiate, in good faith and acting reasonably, the Minimum Annual Purchase Requirement that will apply during the next Year.
• Agree on royalty rates with an addendum prior to any on licensing of the Licensed Technology and any commercial production of the End Products.

Key Dates

Keywords

carbon removal credits, low carbon asphalt, sustainable road construction, C-Twelve, Verde Resources, partnership, biochar, NCAT, sequestration