Item 1.01 Entry into a Material Definitive Agreement

On December 15, 2022, Verde Resources, Inc. (the "Company") entered into a Services Agreement (the "Agreement") with Looi Pei See to engage her as its consultant to develop the retail markets for the Company's products and services in Malaysia and Singapore. The Company will pay Looi Pei See by the issuance of 1,140,000 shares of the Company's restricted common stock, par value $0.001 per share (the "Common Stock") on or before December 31, 2022.

Item 3.02 Unregistered Sales of Equity Securities

Pursuant to the terms of the Services Agreement described in item 1.01 above, the Company will issue a total of 1,140,000 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.

Item 9.01 Financial Statements and Exhibits

The Services Agreement is attached hereto as Exhibit 10.1.





  10.1     Services Agreement between Verde Resources, Inc. and Looi Pei See





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