EnviroGold Global Announces Financing

Rhea-AI Summary

EnviroGold Global (ESGLF) has announced a non-brokered private placement to raise up to $4,000,000. The company will issue units at $0.10 each, with each unit comprising one common share and half a warrant. Each full warrant allows the purchase of an additional common share at $0.12 within two years of closing.

The proceeds will be used to repay principal and interest from convertible note financings from February 2023, and for working capital. Some noteholders from previous financings have opted to reinvest their principal and interest into this offering. The first tranche is expected to close around February 19, 2025.

The securities will have a four-month hold period, and the company may engage finders for the offering. Company directors and officers may participate in the offering, which qualifies for exemptions from minority shareholder approval and formal valuation requirements under MI 61-101.

Positive

• Secured significant lead orders for the financing
• Previous noteholders showing confidence by reinvesting in the company
• Warrants provide potential additional capital at $0.12 per share

Negative

• Dilutive effect on existing shareholders through new share issuance
• Low unit price of $0.10 indicates potential market weakness
• Need for capital to repay existing debt obligations

TORONTO, Feb. 13, 2025 (GLOBE NEWSWIRE) -- EnviroGold Global Limited (CSE: NVRO | OTCQB: ESGLF | FSE: YGK) (“EnviroGold”, or the “Company”), a clean technology company that monetises mine waste and tailings while reducing environmental and social liabilities, is pleased to provide details regarding a proposed non-brokered private placement.

The Company announces that it intends to complete a non-brokered private placement for gross proceeds of up to $4,000,000 (the “Offering”). The Company will be issuing units in the capital of the Company (the “Units” and each a “Unit”) at price of $0.10 per Unit. Each Unit will be comprised of one common share and one half of one transferrable common share purchase warrant (with two such half warrants being a “Warrant”). Each Warrant will be exercisable by the holder thereof to acquire one additional common share of the Company at a price of $0.12 for a period of two years from closing.

The proceeds of the Offering will be applied to the repayment of the principal and interest due from the convertible note financings which closed on February 6 and 7, 2023, and for general working capital purposes. Certain noteholders from the convertible note financings that closed on February 6 and 7, 2023, and June 5, 2023, have elected to reinvest the principal and interest due on their notes into the Offering.

The Company has received significant lead orders in the financing and expects the first tranche of the Offering to close on or about February 19, 2025, or such other date or dates that the Company may determine, subject to the receipt of all required regulatory approval, including acceptance of the CSE.

David Cam, CEO said, “We would like to thank the convertible note holders for their early support of the development of the Company’s technology and applaud the noteholders that have elected to reinvest their funds into the Company at this exciting time in its commercialisation and growth.”

All securities issued in connection with the Offering will be subject to a hold period of four months and one day from the closing date, in accordance with applicable Canadian Securities laws. The Company may engage a finder (the “Finder”) to assist with identifying investors for the Offering. Should the Company engage a Finder, the Company will pay a finder’s fee of cash and Warrants on the same terms as noted above.

Certain directors and officers of the Company may acquire Units under the Offering. Such participation will be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). The Company anticipates relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(b) and 5.7(1)(b), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired by the participating directors and officers nor the consideration to be paid by such directors and officers is anticipated to exceed $2,500,000.

The securities issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news 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 the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

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
+1 647 258 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, the size of the Offering, the completion and terms of the Offering, the use of the proceeds from the Offering, completion of any additional tranches of the Offering, statements about the Company’s expectation of future commercial success and growth in its market position, 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. 

FAQ

What are the terms of EnviroGold Global's (ESGLF) February 2025 private placement?

The private placement offers units at $0.10 each, consisting of one common share and half a warrant, with each full warrant exercisable at $0.12 for two years, aiming to raise up to $4,000,000.

How will ESGLF use the proceeds from its $4 million private placement?

The proceeds will be used to repay principal and interest from convertible note financings from February 2023, and for general working capital purposes.

When is the expected closing date for ESGLF's private placement?

The first tranche of the offering is expected to close on or about February 19, 2025, subject to regulatory approval.

What is the hold period for securities issued in ESGLF's 2025 private placement?

All securities issued in the offering will have a hold period of four months and one day from the closing date.

Are ESGLF insiders participating in the February 2025 private placement?

Directors and officers may acquire units in the offering, with the transaction qualifying for exemptions under MI 61-101 as participation is not expected to exceed $2,500,000.