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EnviroGold Global Limited (CSE: NVRO | OTCQB: ESGLF | FSE: YGK), ("EnviroGold," or the "Company") is pleased to announce that it has closed the first tranche of its previously announced non-brokered private placement (the "Offering").
The Company issued an aggregate of 24,458,626 units (the "Units") at a price of C$0.09 per Unit for gross proceeds of $2,201,276 under the first tranche. Each Unit consisted of one common share of the Company and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder there of to acquire one additional common share of the Company at a price of C$0.13 for a period of three years from the date of issuance.
"This first tranche closing was strongly supported by strategic investors, underscoring confidence in EnviroGold's technology, strategy, and execution momentum," said David Cam, CEO of the Company. "Closing this first tranche with strong investor support marks an important milestone for EnviroGold and represents a clear vote of confidence in our vision. Equally important, this is just the beginning, an additional tranch is already in motion, and we anticipate completing the balance of the Offering shortly. We are excited to build on this momentum as we advance our projects and deliver value for our shareholders."
Use of Proceeds – Driving Near Term Value
Proceeds from the first tranche will be strategically deployed to accelerate EnviroGold's technology platform and commercial roadmap, including:
- Technology & Engineering - completion of modelling, technical studies, and engineering reports.
- Demonstration Plant Campaigns - optimisation runs and operational programs to further accelerate the NVRO Process™ to commercialisation.
- Debt Reduction & Balance Sheet Strengthening - targeted repayment of short-term obligations.
- General Working Capital - ensuring operational resilience as the Company scales.
Ongoing Financing and Next Steps
This closing represents the first stage of the Offering, which remains on track to raise C$5 million. The Company is actively advancing discussions with additional investors and anticipates completing a subsequent tranch in the near term.
The multi-tranche financing strategy provides flexibility while aligning incoming capital with the Company's operational milestones, ensuring EnviroGold's near-term growth initiatives are fully funded.
All securities issued in connection with the first tranche of the Offering are subject to a statutory hold period of four months and one day, expiring on February 2, 2026, in accordance with applicable Canadian securities laws. Finder's fees of C$64,164 in cash and 607,933 non-transferable Warrants were paid to qualified parties in connection with the closing of the first tranche. The Warrants were issued on the same terms as those issued under the Offering.
Certain directors of the Company subscribed for an aggregate of 923,185 Units and gross proceeds of $83,086.65 under the first tranche of the Offering. Such participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61- 101"). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(b) and 5.7(1)(b), respectively, of MI 61-101, as neither the fair market value of the Units to be acquired by the participating directors and officers nor the consideration to be paid by such directors and officers is anticipated to exceed $2,500,000.
The securities issued under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news 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.
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 strategic metals and greater social demand for better environmental outcomes. The Company operates on a technology licence fee model with low capex requirements and intends to establish itself as a leading global technology company focused on shareholder value and recurring dividends.
Investors can access the Q3 Investor Presentation on the Company's website at: https://envirogoldglobal.com/investors/ , along with the Terra Studio Company Profile at: https://www.terrastudio.biz/blog/post/11325/on-the-cusp-of-formidable-growth/
CONTACTS:
Investor Cubed
Neil Simon, CEO
+1 647 258 3310
nsimon@investor3.ca
ir@envirogoldglobal.com
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. Forward-looking statements may include, but are not limited to, statements regarding: the completion, size, and timing of subsequent tranches of the Offering; the use of proceeds; the payment of finder's fees; potential participation by directors and officers in the Offering; anticipated regulatory approvals; and the Company's business plans, strategies, technology development, commercialization plans, and future economic performance.
Forward-looking statements often (but not always) use words such as "plans," "expects," "intends," "anticipates," "believes," "targets," "forecasts," "may," "will," or similar terminology. Such statements reflect management's current assumptions and expectations as of the date hereof, including but not limited to: the Company's ability to complete the Offering on the anticipated terms and timeline; the availability of regulatory approvals; the intended use of proceeds; the continued development and scale-up of the NVRO Process™; the execution of commercial agreements; and favourable market and commodity price conditions.
Actual results may differ materially from those expressed or implied in forward-looking statements due to various risks and uncertainties, including, but not limited to: the inability to complete the Offering on the anticipated terms or at all; the failure to obtain required regulatory approvals; changes in the use of proceeds; technical or operational challenges; delays in technology validation, permitting, or project execution; inability to secure customer contracts on expected terms or timelines; changes in market or commodity price conditions; adverse economic, geopolitical, or market disruptions; and other factors beyond the Company's control. This list is not exhaustive.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions that are difficult to predict. Readers should not place undue reliance on such statements. Except as required by applicable securities laws, EnviroGold disclaims any obligation to update or revise forward-looking statements to reflect new information, future events, or otherwise.
