EnviroGold Global Closes First Tranche of Private Placement
TORONTO, June 07, 2024 - EnviroGold Global Ltd. (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 has closed the first tranche of the previously announced non-brokered private placement and issued 14,600,000 units (the "Units") at a price of $0.05 per Unit for aggregate proceeds of C$730,000 (the "Financing"). Each Unit consists of one common share (each a "Common Share") and one warrant (each a "Warrant") exercisable to acquire one additional Common Share at a price of $0.08 until April 30, 2026.
The Company anticipates closing a second tranche of the Financing on or before July 15, 2024, as it anticipates further participation from investors.
The proceeds from the Financing will be used to accelerate the establishment of the NVRO Clean Leach Process demonstration facility in Brisbane, Australia, to advance customer relationships, and for general operating expenses.
The Company's CEO, Mr. David Cam said, "I would like to thank our investors for their continued support at what is an exciting time for the Company. We look forward to providing regular updates as we move towards the commercialization of the NVRO Clean Leach Process technology later this year."
As part of the Financing, the Company settled $500,000 of the purchase price of the NVRO Clean Leach Process demonstration unit by way of the issuance of 10,000,000 Units to the Company's equipment supplier.
All securities issued in connection with the Financing are subject to a statutory hold period of four months and a day from issuance pursuant to applicable securities laws of Canada. No finder's fees were paid on the Financing.
Certain directors of the Company participated in the Financing for an aggregate total of $125,000. The participation by such insiders 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 the 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 related parties 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.
In addition, the Company announces that it proposes to amend the expiry date of an aggregate of 6,218,095 outstanding Warrants that were previously extended on February 27, 2023, to expire on October 22, 2024. The Warrants were issued on April 6, 2022, April 8, 2022, and April 22, 2022, pursuant to a multi-tranche private placement of Units. Each Warrant currently entitles the holder thereof to purchase one additional Common Share of the Company at an exercise price of $0.48 at any time prior to 5:00 p.m. (Vancouver time) on October 22, 2024 (the "Expiry Date"). The further extended Expiry Date of the Warrants will be on October 22, 2026. All other terms of the Warrants will remain unchanged.
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 patented 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 second tranche 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.
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.
