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NVRO Metals Limited ("NVRO" or the "Company") (TSXV: NVRO) (OTCQB: ESGLF) (FSE: YGK) is pleased to announce that it has entered into an agreement with ATB Cormark Capital Markets and Cantor Fitzgerald Canada Corporation to act as co-lead agents (the "Agents") and joint bookrunners in connection with a commercially reasonable "best efforts" private placement of up to 269,231,000 units of the Company (the "Units") at a price of C$0.13 per Unit (the "Offering Price") for aggregate gross proceeds of up to C$35 million (the "Offering").
The Company has agreed to grant the Agents an option to purchase up to an additional 15% of the Units at the Offering Price (the "Agents' Option") exercisable in whole or in part, at any time up to 48 hours prior to the Closing Date (as defined below). If the Agents' Option is exercised in full, the aggregate gross proceeds of the Offering will be approximately C$40.25 million.
Each Unit will be comprised of one common share in the capital of the Company (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share (a "Warrant Share") at a price of C$0.18 per Warrant Share for a period of 36 months following the Closing Date of the Offering.
The Offering is expected to be supported by a number of strategic investors (collectively, the "Strategic Investors") including KEWA Financial, Transamine SA and Hecla Mining Company ("Hecla"), with Hecla expected to invest directly in the Company through a concurrent non-brokered private placement, the proceeds of which are included in the aggregate gross proceeds of the Offering referred to above. Each Strategic Investor has entered into a non-binding term sheet with the Company in respect of its proposed investment. Any investment by a Strategic Investor remain subject to, among other things, satisfactory due diligence, negotiation and execution of definitive agreements, receipt of applicable approvals and satisfaction of customary closing conditions. There can be no assurance that definitive agreements will be entered into with any or all of the Strategic Investors in connection with the Offering or that the Offering will be completed on the terms currently contemplated or at all.
The Company intends to use the net proceeds from the Offering to fund the acquisition of Northern Territories Resources Pty Ltd ("NTR") by NVRO Metals (Australia) Pty Ltd (ACN 698 669 519) ("NVRO Australia"), a wholly owned subsidiary of NVRO (the "Acquisition"), and for transaction expenses, working capital and general corporate purposes.
The Offering is expected to close on or about October 27, 2026 (the "Closing Date") and is subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange (the "TSXV") and the satisfaction of the closing conditions set forth in the deed of company arrangement dated June 8, 2026, between NTR, NVRO Australia and the deed administrators (the "DOCA").
The Units will be offered for sale on a private placement basis in all provinces and territories of Canada pursuant to applicable prospectus exemptions. The Units may also be offered by way of private placement in the United States pursuant to available exemptions from registration under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and in such other jurisdictions as are agreed to by the Company and the Agents.
The Units (and the Common Shares and Warrants comprising the Units, as well as the Warrant Shares) will be subject to a four-month hold period in Canada. Units issued in the United States will be "restricted securities" as defined in Rule 144 under the U.S. Securities Act and may not be offered or resold except in compliance with an exemption or exclusion from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
About NVRO Metals Limited
NVRO Metals Limited is a clean technology company focused on the recovery of precious, base and critical metals from refractory sulfidic ores, concentrates and tailings. The Company's proprietary NVRO Process™ is a catalyzed hybrid acid leach that operates at low temperature and near atmospheric pressure, using nitric acid in catalytic quantities to break sulfide bonds and liberate contained metals, with continuous regeneration and recycling of reagents. NVRO Metals is advancing the NVRO Metals Hub in the Northern Territory, Australia, alongside client programs and partnerships internationally.
Additional information, including the Company's investor presentation and corporate profile is available at www.nvrometals.com.
Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities laws. Forward-looking information and forward-looking statements are collectively referred to herein as "forward-looking statements." Forward-looking statements are generally identifiable by words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "project," "should," "target," "will," "would," "could," and similar words, expressions or statements that certain actions, events or results may, could, would, should or will occur or be achieved.
Forward-looking statements in this news release include, but are not limited to, statements regarding: the completion, size and terms of the Offering; whether the Agents' Option will be exercised; the receipt of all necessary regulatory approvals, including the conditional approval of the TSXV; the satisfaction of the closing conditions set forth in the DOCA; the anticipated Closing Date; the intended use of proceeds of the Offering, including the completion of the Acquisition; and the expected participation of the Strategic Investors, including the entry into definitive agreements with the Strategic Investors and the amounts of their respective investments.
Forward-looking statements are based on management's current expectations, estimates and assumptions as of the date of this news release, including assumptions that the Acquisition and the Offering will be completed on the timelines and terms currently contemplated; that the Strategic Investors will complete their due diligence to their satisfaction, enter into definitive agreements and fund their proposed investments substantially on the terms set out in their respective term sheets; that the Agents' Option may be exercised; that the closing conditions set forth in the DOCA will be satisfied; that required regulatory and TSXV approvals will be obtained; and that the proceeds will be available and used as intended.
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements, including, without limitation: the risk that the Acquisition or the Offering may not be completed on the terms or timelines contemplated, or at all; the failure to obtain or maintain all necessary regulatory and TSXV approvals; the risk that the Agents' Option may not be exercised in whole or in part; the risk that the closing conditions set forth in the DOCA may not be satisfied or waived on a timely basis or at all; the non-binding nature of the term sheets with the Strategic Investors, and the risk that any or all of the Strategic Investors may not complete their due diligence to their satisfaction, may not enter into definitive agreements, may invest lesser amounts than currently contemplated or may not participate in the Offering as anticipated or at all; uncertainties related to raising sufficient financing to fund the Company's plans, including the Acquisition and the development of the NVRO Metals Hub, in a timely manner and on acceptable terms; fluctuations in the market price of the Common Shares and in commodity and foreign exchange markets; changes in national and local government legislation, taxation, controls or regulations in Canada and Australia; and the other risk factors described under the heading "Risks" in the Company's most recent Management's Discussion and Analysis, available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE NVRO Metals Limited
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