EX-99.1 2 vgas4q20248kex-991.htm EX-99.1 Document

Exhibit 99.1
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Verde Clean Fuels, Inc. Reports Q4 and FY 2024 Results

Q4 2024 and Subsequent Event Highlights
•Continuing to advance front-end engineering and design (“FEED”) for proposed natural gas-to-gasoline project in the Permian Basin

•Closed $50 million equity investment by Cottonmouth Ventures, LLC ("Cottonmouth"), a wholly-owned subsidiary of Diamondback Energy, Inc. ("Diamondback")

HOUSTON – March 28, 2025 - Verde Clean Fuels, Inc. (“Verde” or “the Company”) (NASDAQ: VGAS) today reported results for the fourth quarter and full year 2024.
“We continue to advance our plans to deploy our proprietary liquid fuels processing technology through the development of commercial production plants. During 2024, we signed a joint development agreement with Cottonmouth and began FEED for the Permian Basin project, a proposed natural gas-to-gasoline plant to be jointly developed with Cottonmouth utilizing our technology and associated natural gas from Diamondback’s operations. More recently, we announced the signing and closing of an additional $50 million equity investment by Cottonmouth into Verde, which positions us to continue advancing our joint development activities. In addition to these efforts, we also continue to identify and evaluate other potential opportunities to deploy our technology while remaining disciplined with our resources,” said Ernest Miller, CEO of Verde.
For the three months ended December 31, 2024, the Company recorded net loss of $(2.7) million and diluted net loss per share of Class A common stock of $(0.14). For the twelve months ended December 31, 2024, the Company recorded net loss of $(10.5) million and diluted net loss per share of Class A common stock of $(0.53). The Company’s net loss for the three and twelve months ended December 31, 2024 was primarily attributable to ongoing general and administrative expenses.
As of December 31, 2024, the Company had cash and cash equivalents of $19.0 million and no debt. Also as of December 31, 2024, the Company had capitalized $1.0 million of FEED costs related to the proposed Permian Basin project net of amounts reimbursable under the joint development agreement between Verde and Cottonmouth.
On January 29, 2025, the Company announced the closing of a $50 million equity investment by Cottonmouth. The investment consisted of the purchase of 12.5 million shares of Verde’s Class A common stock by Cottonmouth at a price of $4.00 per share. The investment represented the second investment by Cottonmouth in Verde over the past two years, for a total investment of $70 million, making Cottonmouth the second largest shareholder of Verde.
About Verde Clean Fuels, Inc.
Verde is a clean fuels company focused on the deployment of its innovative and proprietary liquid fuels processing technology through development of commercial production plants. Verde's synthesis gas ("syngas")-to-gasoline plus (STG+®) process converts syngas, derived from diverse feedstocks, into fully finished liquid fuels that require no additional refining. Verde is currently focused on identifying and evaluating opportunities to convert associated natural gas into gasoline, which is expected to provide a market


for such natural gas with the added potential benefits of flare mitigation and production of gasoline with a lower carbon intensity than conventional gasoline.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding the Company’s expectations and any future financial performance, the Company’s strategy, future operations, financial position, prospects, plans, goals and objectives of management are forward-looking statements. The words “could,” “should,” “would,” “will,” “aim,” “may,” “focus,” “believe,” “anticipate,” ”intend,” “estimate,” “expect,” “advance,” ”project,” “plan,” “potential,” "goal,” “strategy,” “proposed,” “positions,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of the Company, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date hereof. The Company cautions you that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. These risks and uncertainties include, but are not limited to: changes in general economic, financial, legal, political and business conditions; changes in domestic and foreign markets; the failure of Verde to develop its first commercial facility, whether due to the inability to obtain the required financing or for any other reason; the failure of Verde to develop any additional commercial facility for any reason; the risks and uncertainties relating to the implementation of Verde’s business strategy and the timing of any business milestone; and delays in acquisition, financing, construction and development of any potential projects. Should one or more of the risks or uncertainties described herein and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes are immaterial that could cause actual results to differ from those contained in the forward-looking statements. Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in the Company’s filings with the Securities and Exchange Commission (the “SEC”). The Company’s filings with the SEC are available publicly on the SEC’s website at www.sec.gov.

Contacts

Investor Relations:
Caldwell Bailey (ICR)
verdeIR@icrinc.com

Media Relations:
Juliet Fisher (Merchant)
juliet@merchant.agency


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VERDE CLEAN FUELS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

For The 3 Months Ended
December 31,		For The Year Ended
December 31,
(Unaudited)
2024202320242023
General and administrative expenses$2,734,130 $2,280,495 $11,205,770 $11,515,192 
Contingent consideration- - - (1,299,000)
Research and development expenses100,914 82,406 451,072 329,194 
Total operating loss2,835,044 2,362,901 11,656,842 10,545,386 
Other (income)(239,552)(208,183)(1,193,273)(447,074)
Interest expense- - - 236,699 
Loss before income taxes(2,595,492)(2,154,718)(10,463,569)(10,335,011)
Income tax provision 65,331 47,079 51,465 166,265 
Net loss$(2,660,823)$(2,201,797)$(10,515,034)$(10,501,276)
Net loss attributable to noncontrolling interest$(1,780,277)$(1,555,010)$(7,180,678)$(7,757,688)
Net loss attributable to Verde Clean Fuels, Inc.$(880,546)$(646,787)$(3,334,356)$(2,743,588)
Earnings per share
Weighted average Class A common stock outstanding, basic and diluted6,336,0786,153,4616,286,0336,140,529
Loss per share of Class A common stock$(0.14)$(0.11)$(0.53)$(0.45)


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VERDE CLEAN FUELS, INC.
CONSOLIDATED BALANCE SHEETS

As of
December 31,
2024		December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$19,044,067 $28,779,177 
Restricted cash100,000 100,000 
Accounts receivable – other226,157 - 
Other current assets804,186 373,324 
Total current assets20,174,410 29,252,501 
Non-current assets:
Property, plant and equipment, net1,096,270 62,505 
Intellectual property and patented technology1,925,151 1,925,151 
Operating lease right-of-use assets, net215,806 524,813 
Deposits160,669 160,669 
Total non-current assets3,397,896 2,673,138 
Total assets$23,572,306 $31,925,639 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$734,374 $184,343 
Accrued liabilities1,907,165 1,976,812 
Operating lease liabilities153,917 297,380 
Other current liabilities15,129 - 
Total current liabilities2,810,585 2,458,535 
Non-current liabilities:
Promissory note – related party- 409,612 
Operating lease liabilities78,245 232,162 
Total non-current liabilities78,245 641,774 
Total liabilities2,888,830 3,100,309 
Commitments and Contingencies
Stockholders’ equity
Class A common stock, par value $0.0001 per share, 9,549,621 and 9,387,836 shares issued and outstanding as of December 31, 2024 and 2023, respectively
955 939 
Class C common stock, par value $0.0001 per share, 22,500,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively
2,250 2,250 
Additional paid in capital37,502,903 35,014,836 
Accumulated deficit(27,257,086)(23,922,730)
Noncontrolling interest10,434,454 17,730,035 
Total stockholders’ equity20,683,476 28,825,330 
Total liabilities and stockholders’ equity$23,572,306 $31,925,639