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EnviroGold Global Closes Upsized Strategic Unit Offering to Raise $4.1 Million and Announces Appointment of New Director

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EnviroGold Global (ESGLF) has successfully closed an oversubscribed non-brokered private placement, raising CAD $4.1 million in gross proceeds. The financing consisted of 4,119 units at CAD $1,000 per unit, comprising convertible notes and warrants. The notes mature in 18 months with a 10% annual interest rate and are convertible to common shares at CAD $0.06 per share.

The warrants allow holders to acquire shares at CAD $0.08 per share within 24 months. Finder's fees of $178,910 and 3,149,073 finder warrants were issued. The proceeds will fund the NVRO Clean Leach Process demonstration facility and advance customer relationships.

Additionally, the company appointed John Brabazon to its Board of Directors. Brabazon brings 40 years of capital markets experience and has served on notable boards including Auckland International Airport and the Accident Compensation

EnviroGold Global (ESGLF) ha chiuso con successo un collocamento privato non mediato, sovra-sottoscritto, raccogliendo CAD $4.1 milioni in proventi lordi. Il finanziamento è consistito in 4.119 unità a CAD $1.000 per unità, comprendenti note convertibili e warrant. Le note scadono dopo 18 mesi con un tasso d'interesse annuale del 10% e sono convertibili in azioni ordinarie a CAD $0.06 per azione.

I warrant consentono ai detentori di acquisire azioni a CAD $0.08 per azione entro 24 mesi. Sono state emesse commissioni per i trovatori di $178.910 e 3.149.073 warrant per trovatori. I proventi financeranno l'impianto dimostrativo del NVRO Clean Leach Process e favoriranno le relazioni con i clienti.

Inoltre, l'azienda ha nominato John Brabazon nel suo Consiglio di Amministrazione. Brabazon porta 40 anni di esperienza nei mercati finanziari e ha fatto parte di importanti consigli, tra cui quello dell'Aeroporto Internazionale di Auckland e della Accident Compensation.

EnviroGold Global (ESGLF) ha cerrado con éxito una colocación privada no mediada, sobre suscrita, recaudando CAD $4.1 millones en ingresos brutos. La financiación consistió en 4.119 unidades a CAD $1.000 por unidad, que incluyen notas convertibles y warrants. Las notas vencen en 18 meses con una tasa de interés anual del 10% y son convertibles en acciones ordinarias a CAD $0.06 por acción.

Los warrants permiten a los tenedores adquirir acciones a CAD $0.08 por acción dentro de 24 meses. Se emitieron tarifas de intermediarios de $178.910 y 3.149.073 warrants para intermediarios. Los ingresos financiarán la instalación demostrativa del Proceso de Lixiviación Limpia NVRO y promoverán las relaciones con los clientes.

Además, la compañía nombró a John Brabazon en su Junta Directiva. Brabazon aporta 40 años de experiencia en mercados de capital y ha servido en juntas notables, incluyendo el Aeropuerto Internacional de Auckland y el Accident Compensation.

EnviroGold Global (ESGLF)는 성공적으로 중개인 없이 초과 구독된 사모 배치를 종료하며 CAD $4.1 백만의 순수익을 올렸습니다. 이 자금 조달은 유닛당 CAD $1,000에 4,119 유닛으로 구성되며, 전환 가능 수표와 워런트로 이루어져 있습니다. 수표는 18개월 후 만료되며 연 10%의 이자율을 가지며 CAD $0.06의 가격으로 보통주로 전환할 수 있습니다.

워런트는 보유자가 24개월 이내에 주당 CAD $0.08로 주식을 취득할 수 있게 합니다. 중개인 수수료 $178,910과 3,149,073개의 중개인 워런트가 발급되었습니다. 이 자금은 NVRO 클린 리치 과정 시연 시설을 자금 지원하고 고객 관계를 촉진하는 데 사용될 것입니다.

추가로, 회사는 John Brabazon을 이사회에 임명했습니다. Brabazon은 40년 이상의 자본 시장 경험을 가지고 있으며 오클랜드 국제공항 및 사고 보상 등 여러 저명한 이사회에서 활동해왔습니다.

EnviroGold Global (ESGLF) a réussi à clore une émission privée non médiée sursouscrite, levant CAD $4.1 millions de produits bruts. Le financement s'est composé de 4.119 unités à CAD $1.000 par unité, comprenant des obligations convertibles et des bons de souscription. Les obligations arrivent à échéance dans 18 mois avec un taux d'intérêt annuel de 10% et peuvent être converties en actions ordinaires au prix de CAD $0.06 par action.

Les bons de souscription permettent aux détenteurs d'acquérir des actions à CAD $0.08 par action dans les 24 mois. Des frais de courtage de 178.910 $ et 3.149.073 bons de souscription ont été émis. Les produits serviront à financer l'usine de démonstration du processus de lixiviation propre NVRO et à renforcer les relations avec les clients.

De plus, la société a nommé John Brabazon à son conseil d'administration. Brabazon apporte 40 ans d'expérience sur les marchés de capitaux et a siégé dans des conseils notables, y compris celui de l'aéroport international d'Auckland et de l'Accident Compensation.

EnviroGold Global (ESGLF) hat erfolgreich eine überzeichnete, nicht vermittelte Privatplatzierung abgeschlossen und CAD $4,1 Millionen an Bruttoerlösen gesammelt. Die Finanzierung bestand aus 4.119 Einheiten zu je CAD $1.000, die aus wandelbaren Schuldverschreibungen und Warrants bestehen. Die Schuldverschreibungen haben eine Laufzeit von 18 Monaten und einen jährlichen Zinssatz von 10% und können zu einem Preis von CAD $0,06 pro Aktie in Stammaktien umgewandelt werden.

Die Warrants ermöglichen es den Inhabern, innerhalb von 24 Monaten Aktien zu einem Preis von CAD $0,08 pro Aktie zu erwerben. Findergebühren in Höhe von $178.910 und 3.149.073 Finder-Warrants wurden ausgegeben. Die Erlöse werden zur Finanzierung der Demonstrationsanlage des NVRO Clean Leach Process verwendet und zur Verbesserung der Kundenbeziehungen beitragen.

Darüber hinaus hat das Unternehmen John Brabazon in seinen Vorstand berufen. Brabazon bringt 40 Jahre Erfahrung in den Kapitalmärkten mit und hat in bedeutenden Gremien, einschließlich des Auckland International Airport und der Accident Compensation, gedient.

Positive
  • Successful raise of CAD $4.1 million through oversubscribed private placement
  • Appointment of experienced director with significant capital markets background
  • Secured funding for NVRO Clean Leach Process demonstration facility development
Negative
  • 10% interest rate on convertible notes indicates relatively high cost of capital
  • Potential dilution from convertible notes at CAD $0.06 per share
  • Additional dilution from warrant exercise at CAD $0.08 per share

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. 


FAQ

How much did EnviroGold Global (ESGLF) raise in its recent private placement?

EnviroGold Global raised CAD $4.1 million in gross proceeds through an oversubscribed non-brokered private placement.

What are the key terms of ESGLF's convertible notes issued in January 2025?

The convertible notes mature in 18 months, bear 10% annual interest, and are convertible to common shares at CAD $0.06 per share.

What is the exercise price and expiry of ESGLF's warrants from the January 2025 financing?

The warrants have an exercise price of CAD $0.08 per share and expire 24 months from issuance.

How will EnviroGold Global use the proceeds from its CAD $4.1 million financing?

The proceeds will be used to complete the NVRO Clean Leach Process demonstration facility, advance revenue-generating customer relationships, and support general operating expenses.

Who is the new director appointed to EnviroGold Global's board?

John Brabazon, who has 40 years of capital markets experience and previously served as Chairman of New Zealand Mint and Director of various prominent organizations.

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