TORONTO, Feb. 27, 2023 (GLOBE NEWSWIRE) — EnviroGold Global Limited (CSE: NVRO | OTCQB: ESGLF | FSE: YGK) (“EnviroGold Global” or the “Company”), a Clean Technology Company accelerating the world’s transition to a circular-resource economy, announces that it proposes to amend the expiry date of an aggregate of 6,218,095 outstanding share purchase warrants (the “Warrants”) that 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 to purchase one additional common share of the Company at a price of $0.48 at any time prior to 5:00 p.m. (Vancouver time) for one year from issuance (the “Expiry Date”). The Expiry Date of the Warrants will be extended by an additional eighteen months so that all three tranches of the Warrants expire on October 22, 2024. All other terms of the Warrants will remain unchanged.
The Company also announces that pursuant to its shareholder approved restricted share unit plan (the “RSU Plan“), it has granted an aggregate of 6,088,013 restricted share units (“RSUs”) to directors, officers and employees of the Company (the “Eligible Parties”). The RSUs shall entitle the Eligible Parties the ability to acquire one common share (a “Share”) of the Company underlying each such RSU by delivering a notice of acquisition to the Company in accordance with the RSU Plan for a period of 5 years from issuance. In accordance with the RSU Plan, the RSUs were priced at $0.25 based on the most recent financing that closed on February 6th and 7th. The RSUs will vest in tranches, with 3,734,614 vesting on March 31, 2023 and the remaining 2,335,532 will vest annually over a period of two additional years in equal amounts.
The Company announces that it has settled $50,000 in debt through the issuance of a unsecured convertible note (the “Note”) to Anderson Creagh Lai Limited (the “Creditor”), for general legal fees. The Creditor is a “Non-Arm’s Length Party” of the Company, a legal firm for which Phil Creagh (a director of the Company) is a partner and a shareholder.
The Note matures twenty-four months from the date of issuance (the “Maturity Date”) and bear interest at the rate of 8.0% per annum, calculated as simple interest accrued monthly in arrears. Pursuant to the terms of the Note, the subscriber may at any time prior to the Maturity Date convert the principal amounts of the Note into common shares of the Company (“Common Shares”), at a price of $0.25 per Common share. The accrued and unpaid interest is convertible into common shares at the average closing price on CSE for the 20 trading days immediately prior to the date of conversion.
MI 61-101 Disclosure
The issuance of the Note to the Creditor is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 (“MI 61-101”) by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to the Creditor does not exceed 25% of its market capitalization.
The Company did not file a material change report more than 21 days before the issuance of the Note as the details of the participation therein by related parties of the Company were not settled until shortly prior to the issuance and the Company wished to close on an expedited basis for sound business reasons.
None of the securities to be issued in connection with the private placement will be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), and none of them have been offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
About EnviroGold Global
EnviroGold Global (CSE: NVRO) (OTCQB: ESGLF) (FSE: YGK), is a CleanTech company dedicated to creating shareholder value while establishing ESG & circular economy leadership by profitably reprocessing & remediating mine waste (tailings) to recover precious, critical & strategic metals – including gold, silver, copper & nickel. Led by the CEO Dr. Mark Thorpe, the Company is strategically positioned to earn and maintain social license while capitalizing the estimated US$ 3.4 trillion of in situ metal value in global tailings. Dr. Thorpe is also the Chairman of the Canadian Mining Innovation Council.
EnviroGold Global’s commercial strategy involves applying proprietary and advanced technologies to resolve some of the world’s most challenging waste related issues, while generating profits from the reclamation of resources. EnviroGold Global’s commercial strategy is being developed in three distinct strategic horizons, with the Company’s near-term focus on applying proprietary precious and critical metal liberation technology to the recovery of valuable materials from refractory mine tailings, where the Company has identified an accelerated route to generating high free cash flow beginning with the Company’s Australia Tailings Reprocessing Project in 2023. There are over 280 billion metric tonnes of mine tailings on the earth’s surface with a contained metal value that exceeds US$3.4T. Leveraging a detailed, proprietary screening process, the Company’s extensive market analysis has identified potential tailings targets with a contained value exceeding US$10B, and has identified refractory, polymetallic, VMS tailings as a tailings sub-segment representing substantial and scalable economic opportunity. As EnviroGold Global successfully commercializes its metal liberation technology, the Company will expand its commercialization initiatives to include other, high-value waste reclamation and environmental remediation opportunities.
EnviroGold Global acquires the metal recovery rights to tailings sites by leveraging a profit share business model to create an attractive value proposition for site owners. The Company’s business model is designed to generate high free-cash flow & high target IRR while eliminating the risks of traditional exploration and extraction. The Company expects to produce metals with a carbon footprint up to 96% lower than conventional metal producers while reducing the environmental footprint of legacy mining.
As of January 2023, the Company has eight major projects in its global project pipeline including two major projects under definitive contracts and six additional major projects at various stages of commercial negotiation and detailed technical/economic review.
Dr. Mark B. Thorpe
Chief Executive Officer
Telephone: +1 416 777 6720
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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.
Graphical representations included in this news release are approximate representations which may vary from defined regulatory boundaries.
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, 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.