AI Earnings Predictions for Verde Clean Fuels Inc. (VGAS)

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Exhibit 99.1

Verde Clean Fuels, Inc. Reports Q2 2026 Results

•Maintained strong balance sheet with $53.5 million cash and no debt

•Realized 24% lower Q2 net loss year-over-year as cost savings initiatives continue

•Advancing evaluation of strategic alternatives

HOUSTON – August 10, 2026 - Verde Clean Fuels, Inc. (“Verde” or the "Company”) (Nasdaq: VGAS) announced today financial results for the second quarter and first half of 2026.

“During the second quarter, we continued to execute on our cost reduction initiatives while maintaining financial flexibility, ending the quarter with more than $50 million of cash and no debt. We remain focused on preserving shareholder capital while advancing our technology deployment strategy and evaluating potential strategic opportunities that we believe could maximize shareholder value," said George Burdette, CEO of Verde.

As of June 30, 2026, the Company had $53.5 million of cash and cash equivalents and no debt. Shares outstanding remained unchanged at 44.5 million shares including both Class A and Class C common stock.

For the second quarter 2026, the Company recorded a net loss of $(1.9) million and diluted net loss per share of Class A common stock of $(0.04) compared to a net loss of $(2.5) million and diluted net loss per share of Class A common stock of $(0.07) for the same period in 2025. For the first half of 2026, the Company recorded a net loss of $(4.3) million and diluted net loss per share of Class A common stock of $(0.10), compared to a net loss of $(5.3) million and diluted net loss per share of Class A common stock of $(0.15) for the same period in 2025. The lower losses were primarily due to implementation of our cost savings initiatives, which resulted in lower general and administrative expenses.

About Verde Clean Fuels, Inc.

Verde owns an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels. Our synthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks, including natural gas and biomass, into fully finished liquid fuels that require no additional refining. The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units. Over $150 million has been invested in the development and demonstration of the STG+® technology since 2007, including the construction and operation of a demonstration plant that has completed over 10,000 hours of operation.

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 herein, 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, regulatory, political, governmental and business conditions; changes in domestic and foreign markets and policies; the failure of the Company to deploy its technology; the failure of the Company to commercialize its technology for any reason; the failure of the Compan

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EX-99.1

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Exhibit 99.1

Verde Clean Fuels, Inc. Reports Q1 2026 Results

•Maintains strong balance sheet with $54.3 million cash and no debt

•Continues to advance strategic alternatives process and cost savings initiatives

HOUSTON – May 11, 2026 - Verde Clean Fuels, Inc. (“Verde” or the "Company”) (Nasdaq: VGAS) announced today financial results for the first quarter 2026.

“We continue to advance our strategy of disciplined technology deployment while significantly reducing costs and preserving balance sheet strength. We also continue to evaluate strategic opportunities that could maximize shareholder value, including partnerships, mergers, or other strategic transactions," said George Burdette, CEO of Verde.

As of March 31, 2026, the Company had $54.3 million of cash and cash equivalents and no debt. The Company's cash and cash equivalents exceeded its previously issued guidance of more than $50 million by quarter-end. Shares outstanding remained unchanged at 44.5 million shares including both Class A and Class C common stock.

For the first quarter 2026, the Company recorded a net loss of $(2.3) million and diluted net loss per share of Class A common stock of $(0.05) compared to a net loss of $(2.7) million and diluted loss per share of Class A common stock of $(0.08) for the same period in 2025. The decrease was primarily due to lower general and administrative expenses resulting from implementing cost savings initiatives targeting a 50% reduction in costs in 2026 as compared to 2025.

About Verde Clean Fuels, Inc.

Verde owns an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels. Our synthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks, including natural gas and biomass, into fully finished liquid fuels that require no additional refining. The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units. Over $150 million has been invested in the development and demonstration of the STG+® technology since 2007, including the construction and operation of a demonstration plant that has completed over 10,000 hours of operation.

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 herein, 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, regulatory, political, governmental and business conditions; changes in domestic and foreign markets and policies; the failure of the Company to deploy its technology; the failure of the Company to commercialize its technology for any reason; the failure of the Company to complete any transaction; the risks and uncertainties relating to the implementation of the Company’s strategy and the timing of any business milestone; and delays in acquisition, financing, construction and development of any potential project. Should one or more of the risks or

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EX-99.1

Document

Exhibit 99.1

Verde Clean Fuels, Inc. Reports Q4 and FY 2025 Results

HOUSTON – March 27, 2026 - Verde Clean Fuels, Inc. (“Verde” or the "Company”) (NASDAQ: VGAS) announced today financial results for the fourth quarter and full year 2025.

“We remain focused on our revised strategy to deploy our technology while remaining extremely disciplined with our resources. Related to our revised strategy, we are also continuing to evaluate strategic alternatives that may be available to us, including a potential sale or merger," said George Burdette, CEO of Verde.

The Company ended the year 2025 with $57.2 million of cash and cash equivalents and no debt.

For the fourth quarter 2025, the Company recorded a net loss of $(6.6) million and diluted net loss per share of Class A common stock of $(0.17). For the year ended 2025, the Company recorded a net loss of $(14.1) million and diluted loss per share of Class A common stock of $(0.39). The Company’s net loss for both the fourth quarter and full year 2025 reflected ongoing general and administrative expenses and a non-cash, one time impairment charge of $3.9 million related to the Permian Basin project, which was suspended in February 2026.

About Verde Clean Fuels, Inc.

Verde owns an innovative and proprietary gas-to-liquids processing technology capable of converting low-value or stranded feedstocks into higher-value clean transportation fuels. Our synthesis gas (“syngas”)-to-gasoline plus (STG+®) process is designed to convert syngas, derived from a variety of feedstocks, including natural gas and biomass, into fully finished liquid fuels that require no additional refining. The STG+® technology is engineered for industrial-scale deployment and intended to be delivered in standardized modular units. Over $110 million has been invested in the development and demonstration of the STG+® technology since 2007, including the construction and operation of a demonstration plant that has completed over 10,000 hours of operation.

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 herein, 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, regulatory, political, governmental and business conditions; changes in domestic and foreign markets and policies; the failure of the Company to deploy its technology; the failure of the Company to commercialize its technology for any reason; the failure of the Company to complete any transaction; the risks and uncertainties relating to the implementation of the Company’s strategy and the timing of any business milestone; and delays in acquisition, financing, construction and development of any potential project. 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 do

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Exhibit 99.1

Verde Clean Fuels, Inc. Reports Q3 2025 Results

HOUSTON – November 13, 2025 - Verde Clean Fuels, Inc. (“Verde” or “the Company”) (NASDAQ: VGAS) today reported results for the third quarter of 2025.

“We continue to advance our plans to deploy our proprietary liquid fuels processing technology through the development of commercial production plants. To this end, we also continue to advance front-end engineering and design ("FEED") for the Permian Basin project, a proposed natural gas-to-gasoline plant to be jointly developed with Cottonmouth, a wholly owned subsidiary of Diamondback. The proposed plant would utilize our technology and associated natural gas from Diamondback’s operations. 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 September 30, 2025, the Company recorded a net loss of $(2.3) million and diluted net loss per share of Class A common stock of $(0.06). For the nine months ended September 30, 2025, the Company recorded a net loss of $(7.6) million and diluted loss per share of Class A common stock of $(0.21). The Company’s net loss for the three and nine months ended September 30, 2025 was primarily due to ongoing general and administrative expenses.

As of September 30, 2025, the Company had cash and cash equivalents of $59.4 million and no debt. Also as of September 30, 2025, the Company had construction in progress of $3.3 million, comprised of $9.3 million of capitalized development costs (which include costs associated with the FEED study) related to the Permian Basin project, net of $6.0 million of costs reimbursable to the Company by Cottonmouth in accordance with the joint development agreement between Verde and Cottonmouth.

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 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, governmental and business conditions; changes in domestic and foreign markets and policies; 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 commer

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Exhibit 99.1

Verde Clean Fuels, Inc. Reports Q2 2025 Results

HOUSTON – August 13, 2025 - Verde Clean Fuels, Inc. (“Verde” or “the Company”) (NASDAQ: VGAS) today reported results for the second quarter and first half of 2025.

“We continue to advance our plans to deploy our proprietary liquid fuels processing technology through the development of commercial production plants. To this end, we also continue to advance front-end engineering and design ("FEED") for the Permian Basin project, a proposed natural gas-to-gasoline plant to be jointly developed with Cottonmouth, a wholly owned subsidiary of Diamondback. The proposed plant would utilize our technology and associated natural gas from Diamondback’s operations. 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 June 30, 2025, the Company recorded a net loss of $(2.5) million and diluted net loss per share of Class A common stock of $(0.07). For the six months ended June 30, 2025, the Company recorded a net loss of $(5.2) million and diluted loss per share of Class A common stock of $(0.15). The Company’s net loss for the three and six months ended June 30, 2025 was primarily due to ongoing general and administrative expenses.

As of June 30, 2025, the Company had cash and cash equivalents of $62.1 million and no debt. Also as of June 30, 2025, the Company had capitalized $2.2 million of FEED costs related to the proposed Permian Basin project, net of amounts reimbursable under the joint development agreement between Verde and Cottonmouth.

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 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, const

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Exhibit 99.1

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 appl

EX-99.1

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PRESS RELEASE DATED NOVEMBER 13, 2024

Exhibit 99.1

Verde Clean Fuels, Inc. Reports Third Quarter 2024 Results

Third Quarter 2024 and Subsequent Company Highlights

●Proceeding with front end engineering and design (“FEED”) for proposed Permian Basin project with Diamondback Energy

●Announced appointment of Mr. George Burdette as Chief Financial Officer in October 2024

HOUSTON – November 13, 2024 - Verde Clean

Fuels, Inc. (“Verde” or “the Company”) (NASDAQ: VGAS) today reported results for third quarter 2024.

“We remain focused on our plans to deploy our proprietary liquid fuels processing technology through the development of commercial production plants. During Q3 2024, we continued to progress the FEED for the proposed Permian Basin project with Diamondback, which could serve as a template for additional projects going forward. We also continue to 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 September 30, 2024, the Company recorded net loss of $(2.5) million and diluted net loss per share of Class A common stock of ($0.12). For the nine months ended September 30, 2024, the Company recorded net loss of $(7.9) million and diluted net loss per share of Class A common stock of ($0.39). The Company’s net loss for the three and nine months ended September 30, 2024 was primarily attributable to ongoing general and administrative expenses.

As of September 30, 2024, the Company had cash and cash equivalents of $21.7 million and no debt. Also as of September 30, 2024, the Company had capitalized $0.7 million of FEED costs related to the proposed Permian Basin project, net of amounts reimbursable under the joint development agreement between Verde and a wholly owned subsidiary of Diamondback Energy.

Subsequent to September 30, 2024, the Company announced the appointment of George Burdette as Chief Financial Officer. Mr. Burdette will be responsible for all aspects of finance for the Company and brings more than 15 years of financial, commercial, corporate development, and investment management experience.

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 syngas-to-gasoline plus (STG+®) process converts syngas, derived from diverse feedstocks (including biomass or stranded or flared natural gas) into fully finished liquid fuels that require no additional refining, such as Reformulated Blend-stock for Oxygenate Blending (“RBOB”) gasoline.

For more information, please visit www.verdecleanfuels.com.

Forward-Looking Statements

The information included herein and in any oral statements made in connection herewith include “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 herein, regarding Verde’s expectations and any future financial performance, as well as Verde’s strategy, future operations, financial position, prospects, plans and objectives of management are forward-looking statements. When used herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “focused,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “plans,” “goal,” “project,” “preliminary discussions,” “designed,” “proposed,” “potential,” 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. These forward-looking statements are based on Verde 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, Verde 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. Verde 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 control of Verde. These risks include, but are not limited to: general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the failure to develop its first commercial facility, whether due to the inability to obtain the required financing or for any other reason; the failure to realize the anticipated benefits of any particular project or transaction; the risks and uncertainties relating to the implementation of Verde’s business strategy and the timing of any business

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PRESS RELEASE DATED AUGUST 13, 2024

Exhibit 99.1

Verde Clean Fuels, Inc. Reports Second Quarter 2024 Results

Houston, TX, August 13, 2024 - Verde Clean Fuels, Inc. (“Verde” or the “Company”) (Nasdaq: VGAS), a renewable energy company focused on the development of commercial production facilities to convert syngas derived from diverse feedstocks into gasoline, today reported second quarter 2024 GAAP diluted net loss per share of $(0.14). The second quarter 2024 consolidated net loss was $2.8 million, of which $0.9 million was attributable to Verde. The second quarter net loss consists primarily of ongoing general and administrative and research and development expenses related to the Company’s continuing focus on development of its first commercial facility based on Verde’s proprietary STG+® technology which is designed to produce gasoline utilizing either stranded natural gas or waste feedstocks. The Company ended the second quarter with $23.2 million of cash and cash equivalents.

Business Update Highlights Through August 13, 2024

●Verde selected Chemex Global as its FEED services partner for the Cottonmouth Ventures Permian Basin project. As announced in June 2024, Chemex Global was selected to spearhead the front-end engineering and design for the proposed development, construction, and operation of a natural gas-to-gasoline facility in the Permian Basin. With the selection of Chemex Global, FEED work has commenced and is expected to be completed in early 2025.

●Verde is in preliminary discussions with various potential offtake parties with respect to carbon credits and gasoline.  Verde is in preliminary discussions with various parties with respect to potential offtake arrangements for the purchase of D3 RINs and LCFS credits as well as gasoline that may be produced in any future project. The goal of any such potential arrangements, if finalized and entered into, would be to help manage price risk associated with these credits and the gasoline as well as to possibly support expected project finance requirements.

“Kicking off work with our FEED services partner, Chemex Global, on the Cottonmouth project was an important step forward in pursuing our first commercial scale facility for producing gasoline from waste natural gas in the Permian Basin,” said Verde CEO Ernest Miller. “We continue to work with Cottonmouth on this proposed project, with the goal to help Diamondback Energy reduce flaring and overall environmental impact from its Permian operations.”

VERDE CLEAN FUELS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

General and administrative expenses $2,988,774 $2,457,882 $5,778,150 $6,723,522

Contingent consideration - - - (1,299,000)

Research and development expenses 173,020 85,812 258,855 168,474

Total operating loss 3,161,794 2,543,694 6,037,005 5,592,996

Other (income) (316,208) (94,887) (662,336) (94,887)

Interest expense - 101,443 - 169,268

Loss before income taxes (2,845,586) (2,550,250) (5,374,669) (5,667,377)

Income tax (benefit) (13,866) - (13,866) -

Net loss $(2,831,720) $(2,550,250) $(5,360,803) $(5,667,377)

Net loss attributable to noncontrolling interest $(1,928,013) $(1,801,103) $(3,684,725) $(4,343,770)

Net loss attributable to Verde Clean Fuels, Inc. $(903,707) $(749,147) $(1,676,078) $(1,323,607)

Earnings per share

Weighted average Class A common stock outstanding, basic and diluted 6,297,162 6,130,487 6,235,439 6,127,383

Loss per Share of Class A common stock $(0.14) $(0.12) $(0.27) $(0.22)

2

VERDE CLEAN FUELS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

As of

June 30, 2024 December 31, 2023

ASSETS

Current assets:

Cash and cash equivalents $23,209,901 $28,779,177

Accounts receivable - other

644,194 -

Restricted cash 100,000 100,000

Prepaid expenses 1,012,989 373,324

Total current assets 24,967,084 29,252,501

Non-current assets:

Security deposits 160,669 160,669

Property, plant and equipment, net 405,311 62,505

Operating lease right-of-use assets, net

377,362 524,813

Intellectual patented technology 1,925,151 1,925,151

Total non-current assets

2,868,493 2,673,138

Total assets $27,835,577 $31,925,639

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $211,986 $184,343

Accrued liabilities 2,816,869 1,976,812

Operating lease liabilities – current portion

287,289 297,380

Other current liabilities 24,977 -

Total current liabilities 3,341,121 2,458,535

Non-current liabilities:

Promissory note – related party

- 409,612

Operating lease liabilities 108,989 232,162

Total non-current liabilities

108,989 641,774

Total liabilities 3,450,110 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 June 30, 2024 and December 31, 2023, respectively 955 939

Class C common stock, pa

EX-99.1

2 ea020537701ex99-1_verde.htm

PRESS RELEASE DATED MAY 14, 2024

Exhibit 99.1

Verde Clean Fuels, Inc. Reports First Quarter 2024 Results

Houston, TX, May 14, 2024 - Verde Clean Fuels, Inc. (“Verde” or the “Company”) (Nasdaq: VGAS), a renewable energy company focused on the development of commercial production facilities to convert syngas derived from diverse feedstocks into gasoline, today reported first quarter 2024 GAAP diluted net loss per share of $(0.13). The first quarter net loss consists of ongoing general and administrative and research and development expenses related to the Company’s continuing focus on development of its first commercial facility based on Verde’s proprietary STG+® technology which is designed to produce gasoline utilizing either stranded natural gas or waste feedstocks.

Business Update Highlights Through May 14, 2024

●Verde is participating in a US Department of Energy (DOE) funded consortium that is studying the production of zero emission methanol. A consortium, led by TDA Research, Inc. and which also includes the University of Colorado – Denver, plans to complete a conceptual design study for a system having the potential of capturing and then utilizing ambient CO2 to produce “green” methanol. TDA will design a direct air capture (DAC) process for sourcing of CO2 from the atmosphere and lead the integration of the DAC with the methanol plant. Verde plans to design and model the methanol production unit using its proprietary STG+® technology, with the goal to utilize CO2 from the DAC, and hydrogen from a carbon-free source, to potentially produce green methanol. Total funding under the award to the consortium is $400,000. An additional $100,000 is expected to come from non-DOE sources, for aggregate funding of up to $500,000 for the project. Based on the results of the study, other project phases may follow. The Company expects that methanol may play a vital role in decarbonizing the maritime and chemical industries.

●Verde continues to proceed with the selection process for FEED/EPC services for the Cottonmouth Ventures Permian Basin project.  Since the execution of the Cottonmouth Ventures JDA in February 2024, Verde continues with the selection process of a front-end engineering and design (“FEED”) and engineering, procurement, and construction (“EPC”) partner.

● Verde is in preliminary discussions with various potential offtake parties of carbon credits and gasoline.  Verde is in preliminary discussions with various parties with respect to long-term offtake arrangements for the purchase of D3 RINs, LCFS Credits, and gasoline that may be produced in any future projects.  Such potential arrangements, if entered into, could help manage price risk associated with these commodities and could support expected project finance requirements.

VERDE CLEAN FUELS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three Months Ended March 31,

2024 2023

General and administrative expenses $2,789,376 $4,265,640

Contingent consideration - (1,299,000)

Research and development expenses 85,835 82,662

Total operating loss 2,875,211 3,049,302

Other (income) (346,128) -

Interest expense - 67,825

Loss before income taxes (2,529,083) (3,117,127)

Provision for income taxes - -

Net loss $(2,529,083) $(3,117,127)

Net loss attributable to noncontrolling interest $(1,756,712) $(2,542,666)

Net loss attributable to Verde Clean Fuels, Inc. $(772,371) $(574,461)

Earnings per share

Weighted average Class A common stock outstanding, basic and diluted 6,173,716 6,124,245

Net loss per share of Class A common stock $(0.13) $(0.09)

2

VERDE CLEAN FUELS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

As of

March 31, 2024 December 31, 2023

ASSETS

Current assets:

Cash and cash equivalents $25,941,604 $28,779,177

Restricted cash 100,000 100,000

Prepaid expenses 1,406,010 373,324

Total current assets 27,447,614 29,252,501

Non-current assets:

Security deposits 160,669 160,669

Property, plant and equipment, net 67,791 62,505

Operating lease right-of-use assets, net

453,862 524,813

Intellectual patented technology 1,925,151 1,925,151

Total non-current assets

2,607,473 2,673,138

Total assets $30,055,087 $31,925,639

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $367,036 $184,343

Accrued liabilities 2,227,546 1,976,812

Operating lease liabilities – current portion

326,446 297,380

Other current liabilities 32,027 -

Total current liabilities 2,953,055 2,458,535

Non-current liabilities:

Promissory note – related party

- 409,612

Operating lease liabilities 147,472 232,162

Total non-current liabilities

147,472 641,774

Total liabilities 3,100,527 3,100,309

Stockholders’ equity

Class A common stock, par value $0.0001 per share, 9,428,797 and 9,387,836 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively 943 939

Class C common stock, par value $0.0001 per share, 22,500,000 shares issued and outstandi

EX-99.1

2 ea020224101ex99-1_verde.htm

PRESS RELEASE DATED MARCH 28, 2024

Exhibit 99.1

Verde Clean Fuels, Inc. Reports 2023 Results

Houston, TX, March 28, 2024 - Verde Clean Fuels, Inc. (“Verde” or the “Company”) (Nasdaq: VGAS), a renewable energy company focused on the development of commercial production plants to convert syngas derived from diverse feedstocks into gasoline, today reported full year 2023 GAAP diluted net loss per share of $(0.45). The full year net loss consists of ongoing general and administrative and research and development expenses related to the Company’s continuing focus on development of its first commercial facility based on Verde’s proprietary STG+® technology which is designed to produce gasoline utilizing either stranded natural gas or waste feedstocks.

Business Update Highlights Through March 28, 2024

●Verde and Cottonmouth Ventures announced the execution of a Joint Development Agreement for the first deployment of Verde’s STG+ technology in the Permian Basin.  On February 13, 2024, Verde and Cottonmouth Ventures, a subsidiary of Diamondback Energy (NASDAQ: FANG), announced the execution of a joint development agreement (“JDA”) for the proposed development, construction, and operation of a facility to produce commodity-grade gasoline utilizing associated natural gas feedstock supplied from Diamondback’s operations in the Permian Basin. The expectation for the project is to produce approximately 3,000 barrels per day of fully-refined gasoline utilizing Verde’s patented STG+ process. By consuming natural gas in the pipeline-constrained Permian Basin as feedstock, the proposed project could demonstrate the ability to mitigate the flaring of up to 34 million cubic feet of natural gas per day, while also producing a high-value, salable product. The JDA provides a pathway forward for the parties to reach final definitive documents and final investment decision (“FID”). The JDA frames the contracts contemplated to be entered into between the parties, including an operating agreement, ground lease agreement, construction agreement, license agreement and financing agreements as well as conditions precedent to close such

FID.

●Verde is continuing the selection process for FEED/EPC services for the Cottonmouth Ventures Permian Basin project.  Verde is proceeding with selection of a front end engineering and design (“FEED”) partner and an engineering, procurement, and construction (“EPC”) partner. With the execution of the Cottonmouth Ventures JDA, Verde expects to finalize its partner selections soon.

●Verde is in preliminary discussions with various potential offtake parties of carbon credits and gasoline.  Verde is in preliminary discussions with various parties with respect to long-term offtake arrangements for the purchase of D3 RINs, LCFS Credits, and gasoline produced by our facilities.  Such a potential arrangement would help manage price risk associated with these commodities and would support project finance requirements.

VERDE

CLEAN FUELS, INC.

CONSOLIDATED

STATEMENTS OF OPERATIONS

(Unaudited)

For The Year Ended December 31,

2023 2022

General and administrative expenses $11,515,192 $4,514,994

Contingent consideration (1,299,000) (7,551,000)

Research and development expenses 329,194 316,712

Total Operating loss (income) 10,545,386 (2,719,294)

Other (income) (447,074) -

Interest expense 236,699 -

Loss (income) before income taxes 10,335,011 (2,719,294)

Provision for income taxes 166,265 -

Net (loss) income $(10,501,276) $2,719,294

Net (loss) attributable to noncontrolling interest (7,757,688) -

Net (loss) income attributable to Verde Clean Fuels, Inc. $(2,743,588) $2,719,294

Earnings per share

Weighted average Class A common stock outstanding, basic and diluted 6,140,529 N/A

Loss per Share of Class A common stock $(0.45) N/A

2

VERDE

CLEAN FUELS, INC.

CONSOLIDATED

BALANCE SHEETS

(Unaudited)

As of December 31,

2023 2022

Current assets:

Cash and cash equivalents $28,779,177 $463,475

Restricted cash 100,000 -

Prepaid expenses 373,324 113,676

Deferred transaction costs - 3,258,880

Deferred financing costs - 6,277

Total current assets 29,252,501 3,842,308

Non-current assets:

Security deposits 160,669 258,000

Property, plant and equipment, net 62,505 7,414

Operating lease right-of-use assets, net

524,813 323,170

Intellectual patented technology 1,925,151 1,925,151

Total non-current assets

2,673,138 2,513,735

Total assets $31,925,639 $6,356,043

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $184,343 $2,857,223

Accrued liabilities 1,976,812 762,119

Operating lease liabilities - current portion

297,380 237,970

Notes payable - insurance premium financing

- 11,166

Total current liabilities 2,458,535 3,868,478

Non-current liabilities:

Contingent consideration `- 1,299,000

Promissory note – related party

409,612 -

Operating lease liabilities 232,162 85,200

Total non-current liabilities

641,774 1,384,200

Tot

EX-99.1

2 ea188025ex99-1_verdeclean.htm

PRESS RELEASE DATED NOVEMBER 13, 2023

Exhibit 99.1

Verde Clean Fuels, Inc. Reports Third Quarter 2023 Earnings

Houston, TX, November 13, 2023 - Verde Clean Fuels, Inc. (“Verde”), a company focused on becoming leading supplier of gasoline and other fuels derived from renewable feedstocks or natural gas, today reported third quarter 2023 GAAP diluted loss per share of $(0.13). The loss consists of ongoing general and administrative and research and development expenses related to the Company’s continuing focus on development of its first commercial facility based on Verde’s proprietary STG+® technology which is designed to produce gasoline utilizing either stranded natural gas or waste feedstocks that are otherwise landfilled.

Business Update Highlights

●Verde has entered a Master Services Agreement with Anacapa Engineering and Design.  Verde has entered into a Master Services Agreement (MSA) with Anacapa Engineering and Design to support Verde through the California permitting process and the accompanying Environmental Impact Report for our Elk Hills Project.  The Elk Hills Project is located at CRC’s Net Zero Industrial Park in Kern County, California where Verde proposes to produce over 7 million gallons of renewable gasoline from agricultural waste while sequestering over 100,000 metric tons of carbon dioxide per year.  The resulting fuel is expected to have a negative carbon intensity as a result of the carbon capture and sequestration.  Gasoline produced at the Elk Hills facility is expected to qualify for the federal D3 RIN, California’s LCFS credit, and the EPA’s 45-Q carbon sequestration credit.

●Verde is in discussions with various potential offtakers of carbon credits and gasoline.  Verde is discussing long-term offtake arrangements with various entities, including super-majors, for the purchase of D3 RINs, LCFS Credits, and gasoline produced by our facilities. Such an arrangement would help manage price risk associated with these commodities and would support our project finance requirements.

●Verde and Cottonmouth Ventures are negotiating a Joint Development Agreement for the first proposed location in the Permian Basin.  Verde and Cottonmouth Ventures have completed a preliminary evaluation of several possible Permian Basin locations, including a review of natural gas supply and available utilities, and the parties have selected the first development location for a potential joint project. Verde and Cottonmouth Ventures expect to enter into a Joint Development Agreement to proceed with Front End Engineering and Design (FEED), permitting, and other development activities required for Final Investment Decision (FID).

●Verde has commenced the selection process for FEED/EPC services for the Verde – Cottonmouth Ventures plant in the Permian Basin. Verde has conducted an evaluation of FEED (Front End Engineering and Design) and EPC (Engineering, Procurement, and Construction) providers and is evaluating information and proposals from a select group of firms.  Verde expects to enter into a FEED contract upon the completion of its Joint Development Agreement with Cottonmouth Ventures.

Verde Clean Fuels, Inc. was formed through the completion of the previously announced business combination between CENAQ Energy Corp. (NASDAQ: CENQ) (“CENAQ”) and Bluescape Clean Fuels Intermediate Holdings, LLC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three months ended

September 30,

Nine months ended

September 30,

2023

2022

2023

2022

General and administrative expenses

$ 2,511,176

$ 867,704

$ 9,234,697

$ 3,338,467

Contingent Consideration

-

(5,288,000 )

(1,299,000 )

(7,181,000 )

Research and development expenses

78,314

72,548

246,788

242,353

Total Operating (income) loss

2,589,490

(4,347,748 )

8,182,485

(3,600,180 )

Other (income)

(144,004 )

-

(238,891 )

-

Interest Expense

67,430

-

236,699

-

Loss (income) before income taxes

2,512,916

(4,347,748 )

8,180,293

(3,600,180 )

Provision for income taxes

119,186

-

119,186

-

Net income (net loss)

$ (2,632,102 )

$ 4,347,748

$ (8,299,479 )

$ 3,600,180

Net income (loss) attributable to noncontrolling interest

$ (1,858,910 )

-

$ (6,202,678 )

-

Net income (loss) attributable to Verde Clean Fuels, Inc.

$ (773,192 )

$ 4,347,748

$ (2,096,801 )

$ 3,600,180

Earnings per share

Weighted average Class A common stock outstanding, basic and diluted

6,153,461

N/A

6,136,171

N/A

Loss per Share of Class A common stock

$ (0.13 )

N/A

$ (0.34 )

N/A

2

CONSOLIDATED BALANCE SHEETS

(Unaudited)

September 30, 2023 December 31, 2022

Current assets:

Cash and cash equivalents $31,153,940 $463,475

Restricted cash 100,000 -

Prepaid expenses 812,929 113,676

Deferred transaction costs - 3,258,880

Deferred financing costs 28,847 6,277

Total current assets 32,095,716 3,842,308

Non-current assets:

Security deposits 268,669 258,000

Property, plant and equipment, net 8,374

EX-99.1

2 ea183110ex99-1_verdeclean.htm

PRESS RELEASE DATED AUGUST 14, 2023

Exhibit 99.1

Verde Clean Fuels, Inc. Reports Second Quarter 2023 Financials Results and Announces Filing of Form 10-Q

Houston, TX, August 14, 2023 - Verde Clean Fuels, Inc. (“Verde” or the “Company”), an emerging leader in the production of renewable gasoline derived from renewable and natural gas feedstocks, today reported second quarter 2023 GAAP diluted loss per share of $(0.12). The loss consists of ongoing general and administrative, and research and development expenses related to the Company’s continuing focus on development of its first commercial facility based on Verde’s proprietary STG+® technology which is designed to produce gasoline utilizing either stranded natural gas or waste feedstocks that are otherwise landfilled.

Business Update Highlights

●Signing of a Carbon Capture Agreement with Carbon TerraVault.  Verde has entered into a non-binding agreement with Carbon TerraVault JV HoldCo, LLC, a carbon management partnership focused on carbon capture and sequestration, formed between Carbon TerraVault, a subsidiary of California Resources Corporation (“CRC”) (NYSE: CRC), and Brookfield Renewable (NYSE: BEP).  The agreement provides for a plant location at CRC’s Net Zero Industrial Park in Kern County, California where Verde proposes to produce over 7 million gallons of renewable gasoline from agricultural waste while sequestering over 100,000 metric tons of carbon dioxide per year.  The resulting fuel is expected to have a negative carbon intensity as a result of the carbon capture and sequestration. Gasoline produced at the Elk Hills facility is expected to qualify for the federal D3 RIN, California’s LCFS credit, and the EPA’s 45-Q carbon sequestration credit.

●Selection of the site for Verde’s proposed natural gas-to-gasoline facility in West Texas.  Verde and Cottonmouth Ventures have completed a preliminary evaluation of several possible Permian Basin locations, including a review of natural gas supply and available utilities, and the parties have selected the first development location for a potential joint project.  The proposed facility would utilize undervalued Permian Basin gas and mitigate flaring and pipeline congestion in the region. Verde expects to enter into a Joint Development Agreement with Cottonmouth Ventures to proceed with Front End Engineering and Design (FEED), permitting, and other development activities required for Final Investment Decision

(FID).

●Holding of additional potential customer discussions for the Company’s renewable gasoline products.  Verde is discussing long-term offtake arrangements with various entities for the purchase of D3 RINs, LCFS Credits, and gasoline produced by our facilities.  Such an arrangement would help manage price risk associated with these commodities and would support our project finance requirements.

“During the second quarter, Verde’s business continued to progress meaningfully toward the first commercial deployment of our proprietary syngas-to-gasoline, or STG+, process,” said Ernie Miller, CEO of Verde. “The agreement we signed with Carbon TerraVault for carbon capture at the proposed Kern County facility site further evidences our commitment to reducing full cycle emissions from gasoline production. At the same time, site selection for our proposed West Texas facility in partnership with Cottonmouth Ventures moves us closer to helping to eliminate flaring of stranded natural gas in the region, and using otherwise wasted resources to drive the transition to clean fuels. I am incredibly proud of our teams for being leaders in the transition to clean transportation for all.”

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three-month

ended Three-month

ended Six-month

ended Six-month

ended

June 30,

2023 June 30,

2022 June 30,

2023 June 30,

2022

General and administrative expenses 2,457,882 1,142,730 6,723,522 2,470,764

Contingent Consideration - (1,893,000) (1,299,000) (1,893,000)

Research and development expenses 85,812 72,562 168,474 169,804

Total Operating (income) expenses 2,543,694 (677,708) 5,592,996 747,568

Other (income) (94,887) - (94,887) -

Interest Expense 101,443 - 169,269 -

Provision for income taxes - -

Net income (net loss) (2,550,250) 677,708 (5,667,377) (747,568)

Net income (loss) attributable to noncontrolling interest (1,801,103) - (4,343,770)

Net income (loss) attributable to Verde Clean Fuels, Inc. (749,147) 677,708 (1,323,607) (747,568)

Earnings per share

Weighted average Class A Common Stock outstanding, basic and diluted 6,130,487 N/A 6,127,383 N/A

Loss per Share of Class A Common Stock (0.12) N/A (0.22) N/A

2

CONSOLIDATED BALANCE SHEETS

(Unaudited)

June 30, 2023 December 31, 2022

Current assets:

Cash and cash equivalents $33,165,369 $463,475

Restricted cash 100,000 -

Prepaid expenses 1,114,915 113,676

Deferred transaction costs - 3,258,880

Deferred financing costs 28,847 6,277

Total curre

EX-99.1

2 ea178220ex99-1_verdeclean.htm

PRESS RELEASE DATED MAY 15, 2023

Exhibit 99.1

Verde Clean Fuels, Inc. Reports First Quarter 2023 Earnings

Houston, TX, May 15, 2023 - Verde Clean Fuels, Inc. (Nasdaq: VGAS) (“Verde”), a company focused on becoming leading supplier of gasoline and other fuels derived from renewable feedstocks or natural gas, today reported first quarter 2023 GAAP diluted loss per share of $(0.09). The loss consists of ongoing general and administrative and research and development expenses related to the Company’s continuing focus on development of its first commercial facility based on Verde’s proprietary STG+® technology which is designed to produce gasoline utilizing either stranded natural gas or waste feedstocks that are otherwise landfilled.

Business Update Highlights

●Progressed development of the Verde/Cottonmouth Ventures Joint Venture converting natural gas to gasoline in the Permian Basin. Verde and Cottonmouth Ventures LLC, a wholly-owned subsidiary of Diamondback Energy, Inc., are evaluating multiple Permian Basin locations in collaboration with other natural gas players to provide a higher value outlet for Permian Basin gas.

● Advanced the Front-End Engineering and Design (FEED) preparations for the Maricopa, Arizona renewable gasoline project. Verde contractors have begun conducting site diligence on the Verde lease within Waste Management’s Sierra Estrella landfill in Maricopa, Arizona. The company is conducting geotechnical analysis, water well testing, electricity interconnection studies, among other site-related evaluations. Verde is optimizing the Arizona plant configuration to realize the most value to the project from recently passed regulatory changes such as the Inflation Reduction Act.

●Verde has received preliminary approval from the Arizona Industrial Development Authority not-to-exceed $250,000,000 of revenue bonds to be issued from time to time in one or more tax-exempt and/or taxable series to finance biofuel production and transmission facilities to be located in Maricopa County, Gila County and/or Pinal County, Arizona, for the benefit of Maricopa Renewable Fuels I, LLC and its affiliates.

●Identified strategic priorities for 2023 that will support Verde’s first commercial deployment of its STG+ syngas-to-gasoline process.

“Verde has taken significant steps toward the first commercial deployment of our STG+ process. This milestone will begin to establish the value of the company as we grow our renewable and natural gas derived synthetic gasoline businesses. I applaud the Verde team on their execution to date,” said Ernie Miller, chief executive officer.

Verde Clean Fuels, Inc. was formed through the completion of the previously announced business combination between CENAQ Energy Corp. and Bluescape Clean Fuels Intermediate Holdings, LLC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Three-months ended

Three-months ended

March 31,

2023

March 31,

2022

General and administrative expenses

$ 4,333,465

$ 1,328,035

Contingent Consideration

(1,299,000 )

-

Research and development expenses

82,662

97,242

Total Operating (income) loss

3,117,127

1,425,277

Provision for income taxes

-

-

Net income (net loss)

(3,117,127 )

(1,425,277 )

Net income (loss) attributable to noncontrolling interest

(2,542,666 )

-

Net income (loss) attributable to Verde Clean Fuels, Inc.

$ (574,461 )

$ (1,425,277 )

Earnings per share

Weighted average Class A Common Stock outstanding, basic and diluted

6,124,245

N/A

Loss per Share of Class A Common Stock

$ (0.09 )

N/A

2

CONSOLIDATED BALANCE SHEETS

(Unaudited)

March 31,

2023

December 31,

2022

Current assets:

Cash and cash equivalents

$ 34,807,815

$ 463,475

Restricted cash

100,000

-

Prepaid expenses

1,571,318

113,676

Deferred transaction costs

-

3,258,880

Deferred financing costs

28,847

6,277

Total current assets

36,507,980

3,842,308

Non current assets:

Security deposits

258,000

258,000

Property, plant and equipment, net

6,834

7,414

Operating lease right-of-use assets, net

268,085

323,170

Finance lease right of use assets, net

5,432,847

-

Intellectual patented technology

1,925,151

1,925,151

Total Non-current assets

7,890,917

2,513,735

Total assets

$ 44,398,897

$ 6,356,043

LIABILITIES AND STOCKHOLDER’S EQUITY

Current liabilities:

Accounts payable

$ 242,804

$ 2,857,223

Accrued liabilities

995,344

762,119

Operating lease liabilities – current portion

182,885

237,970

Finance lease liabilities – current portion

188,034

-

Notes payable – insurance premium financing

7,444

11,166

Promissory note – related party

409,279

-

Income taxes payable

312,446

-

Total Current liabilities

2,338,236

3,868,478

Non-current liabilities:

Contingent consideration

-

1,299,000

Other accrued expenses – long term

1,587,975

-

Operating lease liabilities

85,200

85,200

Finance lease liabilities – long term

5,268,768

-

Total Non-liabilitie