TORONTO, Jan. 13, 2025 (GLOBE NEWSWIRE) — EnviroGold Global Limited (CSE: NVRO | OTCQB: ESGLF | FSE: YGK) (“EnviroGold” or the “Company” or “NVRO”) is a technology company enabling the global mining industry to monetize valuable metals contained in mine waste and tailings, reduce environmental liabilities, and improve social and environmental outcomes. The Company reports that it has closed the previously announced non-brokered private placement, raising CAD $4,119,000 in gross proceeds (the “Financing”). The Financing consisted of 4,119 units (the “Units”) issued at a price of CAD $1,000 per Unit.
“We are thrilled to announce the successful closing of our private placement, which was significantly oversubscribed. This outcome underscores strong investor confidence in the Company’s technology and its ability to execute on its commercialisation strategy,” stated CEO David Cam. “The enthusiasm shown by incoming investors during the due diligence phase—particularly regarding our technology, addressable market, and execution plan—confirms that our vision and strategy are both sound and on track. With this funding, we are well-positioned to accelerate our commercialization efforts, further demonstrate NVRO’s advanced technology capabilities, and enhance our sales engagement process as we progress toward securing revenue-generating commercial license contracts. This financing ensures we can maintain operational momentum as we move closer to commercial deployment and enter into Joint Ventures with strategic partners globally for users of NVRO’s technology.”
Each Unit was comprised of CAD $1,000 principal amount of unsecured convertible notes (the “Notes”) and 11,112 common share purchase warrants (the “Warrants”) of the Company.
The Notes will mature eighteen months from the date of issuance and bear interest at 10.0% per annum, calculated monthly, accrued, and payable at maturity or conversion. Interest may be paid in common shares of the Company (“Common Shares”), at the Company’s election, at a price per share equal to the closing market price of the Common Shares on the last trading day prior to maturity or repayment, as applicable.
The Notes are convertible, at the option of the holders, at any time prior to maturity, into Common Shares at a conversion price of CAD $0.06 per Common Share, with accrued and unpaid interest at the time of conversion also payable in Common Shares, as described above. Each Warrant entitles the holder to acquire one Common Share in the capital of the Company at a price of CAD $0.08 per Common Share, expiring twenty-four months from the date of issuance.
All securities issued pursuant to the Financing are subject to a statutory four-month hold period, expiring May 10, 2025.
The Company retains the right to prepay all or any portion of the Notes, subject to a prepayment fee of 7.5% of the principal amount prepaid, payable to each noteholder.
Finder’s fees of $178,910 cash were paid, and 3,149,073 finder warrants, on the same terms as the Warrants noted above, were issued to qualified parties in connection with the Financing. Proceeds from the Financing will be used to complete the NVRO Clean Leach Process demonstration facility, advance revenue-generating customer relationships, and support general operating and administrative expenses.
One officer of the Company participated in the Financing in the amount of CAD $50,000. The participation by such insider is considered a “related-party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Financing as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved related parties, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101).
The Company did not file a material change report more than 21 days before the expected closing of the Financing as the details of the participation therein by a related party of the Company were not settled until shortly prior to closing of the Financing and the Company wished to close on an expedited basis for sound business reasons.
The Company also wishes to announce the appointment of John Brabazon to its Board of Directors, effective immediately.
Mr. Brabazon’s background includes 40 years in the capital markets and as a professional director. He is the former Chairman of New Zealand Mint Limited and a Director of Dairy Farms NZ Limited. He is a former Director of Auckland International Airport Limited (listed on the NZX) and New Zealand Government owned Accident Compensation Corporation, including being a former member of the NZ$50 billion ACC Investment Fund as well as its Risk Assurance and Audit Committee.
Mr. Brabazon’s professional qualifications include a Bachelor of Commerce from the University of Auckland, a Chartered Fellow of the Institute of Directors in New Zealand, and a Fellow of the Financial Services Institute of Australasia.
“We are delighted to welcome John to the Company’s Board of Directors. John brings a wealth of experience in the capital markets, along with a proven track record of leadership and innovation. The addition of John to the Company’s Board reflects our commitment to strengthening governance and ensuring the Company is guided by a diverse group of accomplished leaders. We are excited to work with John and look forward to his contributions to the next phase of our journey,” stated CEO David Cam.
Mr. Brabazon stated, “I’m excited to join NVRO’s Board. I’ve gotten to know the Directors and leadership team over the past several months and have been impressed with both NVRO’s suite of proprietary technology and the depth and calibre of the team. It’s a rare opportunity to be able to assist with both the commercialisation of multiple very large technology licencing opportunities to add shareholder value, whilst simultaneously significantly improving the environmental outcomes for people in proximity to mine tailings storage facilities.”
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities described in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About EnviroGold Global
EnviroGold Global is a technology company enabling the global mining industry to monetise valuable metals from mine waste and tailings and reduce environmental liabilities. EnviroGold’s proprietary technology is at the leading edge of demand for precious and critical metals and greater social demand for better environmental outcomes. The Company operates on a technology license fee model with low capex requirements and intends to establish itself as a leading global technology company focussed on shareholder value.
CONTACTS:
Investor Cubed
Neil Simon, CEO
647-258-3310
nsimon@investor3.ca
ir@envirogoldglobal.com
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of applicable securities laws, including, without limitation, earnings guidance, economic guidance, operational guidance and future capital spending amounts. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements pertaining to the use of funds from the Financing and the Company’s ability to accelerate the world’s transition to a circular resource economy. Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; the continued commercial viability and growth in the clean technology and mining waste reprocessing industry; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; the continued development of clean technology and mining waste reprocessing technology; and the continued growth of the Company. These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; the Company’s inability to accelerate the world’s transition to a circular resource economy, the risks associated with assessing metallurgical recovery rates from mine tailings and waste and related volumetric assessments, the risks associated with the mining and mining waste recycling industry in general; increased competition in the clean technology and waste reprocessing market; the potential unviability of the clean technology and mining waste reprocessing market; incorrect assessment of the value and potential benefits of various transactions; risks associated with potential governmental and/or regulatory action with respect to clean technology and mining waste reprocessing; risks associated with a potential collapse in the value of clean technology and waste reprocessing; and risks relating to the Company’s potential inability to expand its reprocessing pipeline.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
