TORONTO, Feb. 07, 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, is pleased to announce the successful closing of two tranches of the non-brokered private placement of unsecured convertible notes (the “Notes”) for gross proceeds of $2.8M (the “Financing”).
The Notes mature 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 Notes, the subscribers may at any time prior to the Maturity Date convert the principal amounts of the Notes 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.
Proceeds from the Financing will fund the Company’s ongoing pilot production initiative with ALS Global, at its facilities in Perth, provide additional working capital and will be used to clean up the Company’s balance sheet. The pilot program, currently underway, is focused on optimization of the Company’s technology ahead of this year’s metal production implementation at the Company’s Australia Project. Initial pilot program results are expected in March 2023.
As part of the Financing, the Company settled $50,000 in debt through the issuance of Notes to Red Cloud Securities Inc., an arm’s length creditor of the Company for certain marketing and investor relations services.
For additional details on the Australia Project economics, resource and project implementation, please see the following link to the Company’s NI 43-101 technical report: Link to Press Release. More details on the Company’s proprietary process and patent filing can be found here: Link to Press Release.
All securities issued in connection with the Financing will be subject to a statutory hold period of four months plus one day from issuance pursuant to applicable securities laws of Canada. Finder’s fees of $168,720 cash and 600,000 warrants (“Finder’s Warrants”) have been issued to qualified parties in connection with the Financing. The Finder’s Warrants are non-transferable and will allow the holder to acquire one Common Share of the Company at an exercise price of CAD$0.25 per Finder’s Warrant for a period of 24 months following the closing date.
MI 61-101 Disclosure
Certain insiders of the Company participated in the Financing for an aggregate total of $100,000 in Notes. 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 placement 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.
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, but are not limited to, statements regarding the expected terms of the Hellyer Tailings Reprocessing Project and its completion, the Company’s working relationship with the owner(s) of the Hellyer Tailings, the economic viability of the Hellyer Tailings Reprocessing Project and statements regarding any residual precious metals as a by-product of the remediation, the Company’s expansion of its reprocessing pipeline, 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.