EnviroGold Retires Over $10.2 Million in Debt in 2025, Strengthens Balance Sheet as Commercialization Accelerates

Executive Summary

• EnviroGold fully converted and retired approximately $10.2 M of convertible promissory notes, eliminating all outstanding convertible and promissory liabilities.
• The conversion issued 68,650,446 shares at $0.06 per share plus 3,192,363 shares for accrued interest and costs.
• Concurrently, the company granted significant equity awards (RSUs, PSUs, Options) and issued additional consideration, estate, and conversion‑premium shares to advisors, a former director’s estate, and insiders.

Key Details

• Debt Conversion: $9.1 M principal + $1.1 M interest/costs = ~$10.2 M retired in 2025.
• Share Issuance for Conversion: 68,650,446 shares at $0.06/share (principal) and 3,192,363 shares for interest & costs at prevailing market prices (conversion dates 20 May‑7 Nov 2025).
• Insider Participation: Two insiders converted an aggregate of $100,000 principal; treated as a related‑party transaction under MI 61‑101 with exemption from formal valuation/approval.
• Advisor Consideration Shares: 1,851,852 common shares issued at deemed price $0.135/share (closing price 1 Oct 2025) as partial payment to Cantor Fitzgerald Canada Corp. for advisory services.
• Estate Shares: 850,000 common shares issued at deemed price $0.115/share to the estate of former director Harold Wolkin, satisfying all compensation owed.
• Conversion Premium Shares: Additional 1,271,405 shares issued at deemed price $0.15/share tied to note conversions.
• Statutory Hold Period: All newly issued consideration, estate, and premium shares subject to a four‑month‑plus‑one‑day hold period.
• Equity Incentive Grants (Nov 6 2025):
• 5,637,501 Restricted Share Units (RSUs) – deemed price $0.14/RSU; each RSU converts to one common share upon vesting.
• 18,500,000 Performance Share Units (PSUs) – payable in cash, shares, or combination based on revenue and VWAP milestones.
• 257,000 Stock Options – exercise price $0.14/share; five‑year term, vested at issuance.
• Hold & Vesting Terms: All RSUs, PSUs, Options, and related share issuances subject to the same four‑month‑plus‑one‑day statutory hold period; vesting linked to operational milestones, revenue growth, and share‑price performance.
• Related‑Party Transaction Exemptions: Grants to directors/officers (including estate shares, options, RSUs, PSUs) qualify for MI 61‑101 exemptions; fair market value does not exceed 25 % of market cap.

Notable Quotes

“With all convertible debt now retired, a clean balance sheet, EnviroGold enters its next phase from a position of strength. These steps underpin our focus on executing the commercialisation of the NVRO Process™, scaling partnerships and delivering sustainable, recurring revenue growth.” – David Cam, CEO