EnviroGold Global Announces Private Placement

Rhea-AI Summary

EnviroGold Global (ESGLF) has announced a non-brokered private placement financing to raise up to CAD$2,500,000 through the issuance of up to 2,500 units at CAD$1,000 per unit. Each unit includes convertible notes and 11,112 warrants. The notes, maturing in 18 months, will bear 10% annual interest and are convertible to common shares at CAD$0.06 per share. Warrants are exercisable at CAD$0.08 per share within 24 months.

The company has secured a lead order from a strategic partner in Australia. The funds will be used to complete a demonstration plant in Perth, which will serve as a testing hub for mining companies to evaluate the company's tailings processing technology. The financing will also support business development and working capital needs.

Positive

• Secured significant lead order from strategic Australian partner
• Demonstration plant will accelerate commercial decisions through multiple mining companies testing
• 10% interest rate on convertible notes indicates strong investor confidence

Negative

• Dilutive financing through convertible notes and warrants at low price points
• High 10% interest rate on notes indicates expensive financing terms
• Additional 6% cash and warrant finder's fees increase cost of capital

TORONTO, Dec. 19, 2024 (GLOBE NEWSWIRE) -- EnviroGold Global Limited (CSE: NVRO | OTCQB: ESGLF | FSE: YGK) (“EnviroGold,” or the “Company”), 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, is pleased to announce that it plans to complete a non-brokered private placement financing (the “Financing”) for up to CAD$2,500,000 of gross proceeds, consisting of up to 2,500 units (the “Units”) issued at a price of CAD$1,000 per Unit. Each Unit will consist of CAD$1,000 principal amount of unsecured convertible notes (the “Notes”) and 11,112 common share purchase warrants of the Company (the “Warrants”). The Financing may close in one or more tranches, with the first tranche scheduled to close on or about January 7, 2025.

All Notes will have a maturity date of eighteen months from the date of issue and will bear interest from their date of issue at 10.0% per annum, calculated monthly, accrued and payable at maturity. The interest may be paid in common shares of the Company (“Common Shares”) at the election of the Company, at a price per share equal to the closing market price of the Common Shares on the last trading prior to maturity or repayment, as applicable.

The Notes will be 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 the accrued and unpaid interest at the time of conversion being repaid as aforesaid). Each Warrant may be exercised for one Common Share in the capital of the Company at a price of CAD$0.08 per Common Share and will expire twenty- four months after the date of issuance. All securities issued pursuant to the Financing will be subject to a four month hold period from the applicable date of closing.

The Company shall be entitled to prepay all or any portion of each of the Notes with a prepayment fee payable to each noteholder of 7.5% of the amount of the principal prepayment of the Note.

CEO David Cam stated, “We are pleased to report the Company has secured a significant lead order under this Financing from a strategic partner in Australia, with a commitment for ongoing support. This private placement will enable the Company to complete its previously announced demonstration plant in Perth, Western Australia. The plant will serve as a central testing hub for multiple mining companies, showcasing our technology on their tailings material and accelerating commercial decisions. Additionally, the funds from this financing will support business development, general working capital, and associated financing costs.”

The Company has engaged the services of Sequoia Corporate Finance Pty. Ltd. (“Sequoia”) to assist the Company with the Financing. The Company will pay Sequoia and other registered dealers a finders fee of 6% cash and 6% warrants.

The Company also announces that has issued an aggregate of 950,000 stock options to officers and consultants of the Company pursuant to its stock option plan. The stock options are exercisable to acquire Common Shares of the Company at a price of $0.06 for a period of 2 years from grant and will vest on issuance.

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.

Contact
Mr. David Cam, CEO
Telephone: +1 416 842 9003
Email: InvestorRelations@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 anticipated closing date of 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. 

FAQ

What are the terms of EnviroGold Global's (ESGLF) December 2024 private placement?

The private placement aims to raise CAD$2.5M through units priced at CAD$1,000, consisting of convertible notes with 10% annual interest and 11,112 warrants. Notes are convertible at CAD$0.06 per share, and warrants are exercisable at CAD$0.08 within 24 months.

How will ESGLF use the proceeds from the December 2024 private placement?

The proceeds will be used to complete a demonstration plant in Perth, Western Australia, which will serve as a testing hub for mining companies, support business development, and provide general working capital.

What is the maturity period for ESGLF's convertible notes issued in December 2024?

The convertible notes have a maturity period of 18 months from the date of issue.

What is the prepayment fee for ESGLF's December 2024 convertible notes?

The company can prepay the notes with a prepayment fee of 7.5% of the principal prepayment amount.

What finder's fees is ESGLF paying for the December 2024 private placement?

ESGLF will pay Sequoia Corporate Finance and other registered dealers a finder's fee of 6% cash and 6% warrants.