Item 1.01 Entry into a Material Definitive Agreement

On November 22, 2022, Verde Resources, Inc. (the "Company"), through its wholly-owned subsidiary Verde Life Inc. ("VLI"), a company incorporated in the State of Oregon, entered into a Product Distribution Agreement (the "Agreement") with Country Farms Sdn Bhd ("CF"), a company incorporated in Malaysia and a wholly-owned subsidiary of Berjaya Corporation Berhad, to grant CF with the exclusive right to distribute white-label CBD products from VLI to its customers in Malaysia.

Under the Agreement, CF shall pay VLI a deposit of $200,000 upon execution of this Agreement. Upon submission of the first purchase order, CF shall pay 50% of the purchase order value to VLI. Prior to any product shipment, CF shall pay VLI the balance 50% of the purchase order value less an initial deposit of $70,000. The remaining deposit of $130,000 shall be retained for the exclusivity and subsequent orders.

The term of the Agreement will commence on November 22, 2022 and continue for three (3) years or until the earlier of the following: (i) the mutual agreement of both parties to the termination of this Agreement, or (ii) immediately if a party ceases to carry on business or becomes insolvent, breaches covenants of this Agreement, or commences any proceedings or any proceedings are commenced against it under any bankruptcy or insolvency legislations or makes an assignment for the benefit of its creditors or proposes a compromise or arrangement to its creditors or if a receiver of its assets or any substantial part thereof is appointed.

Item 9.01 Financial Statements and Exhibits

The Product Distribution Agreement is attached hereto as Exhibit 10.1.





  10.1      Product Distribution Agreement





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