Envirogold retires $10.2-million of debt

Executive Summary

• Envirogold Global Ltd. has successfully converted and retired approximately $10.2 million in total debt (comprising $9.1 million in principal and $1.1 million in interest/costs), eliminating all outstanding convertible and promissory liabilities from its balance sheet.
• The debt conversion involved the issuance of approximately 71.8 million common shares at a deemed price of $0.06 per share, with additional shares issued for interest and conversion premiums.
• The company also announced significant equity compensation grants, including RSUs, PSUs, and stock options, alongside payments to financial advisers and the estate of a former director, all subject to statutory hold periods.

Key Details

• Debt Retirement:
  • Total debt retired: ~$10.2 million ($9.1M principal + $1.1M interest/costs).
  • Original note face value: $4,119,000.
  • Conversion price: $0.06 per share.
  • Shares issued for principal conversion: 68,650,446 common shares.
  • Shares issued for interest and costs: 3,192,363 common shares.
  • Conversion period: May 20, 2025, to November 7, 2025.
  • Result: Elimination of all outstanding convertible and promissory liabilities.
• Related Party Transactions (Insiders):
  • Two insiders held $100,000 in principal of the notes.
  • Their conversions were included in the total share issuances above.
  • Exempt from formal valuation and minority shareholder approval under MI 61-101 as fair-market value does not exceed $2.5 million.
• Financial Adviser Payment:
  • Issuance of 1,851,852 common shares to Cantor Fitzgerald Canada Corp.
  • Deemed price: $0.135 per share (closing price on Oct 1, 2025).
  • Purpose: Partial payment of engagement fee dated Aug 13, 2025.
• Director Estate Compensation:
  • Issuance of 850,000 common shares to the estate of Harold Wolkin (former independent director).
  • Deemed price: $0.115 per share.
  • Purpose: Full and final satisfaction of compensation for services rendered.
• Conversion Premiums:
  • Issuance of 1,271,405 shares as conversion premiums.
  • Deemed price: $0.15 per share.
• Equity Incentive Plan Grants (Nov 6, 2025):
  • Restricted Share Units (RSUs): 5,637,501 granted at $0.14 per RSU; vest in tranches per individual agreements.
  • Performance Share Units (PSUs): 18.5 million granted; represent right to one share/cash upon vesting based on revenue thresholds and VWAP targets.
  • Stock Options: 257,000 granted at an exercise price of $0.14 per share; exercisable for 5 years; vested on issuance.
• Regulatory & Legal Status:
  • All shares issued (conversion, adviser, estate, premiums) and equity awards are subject to a statutory hold period of four months and one day.
  • Equity grants to directors/officers constitute related party transactions under MI 61-101.
  • Exempt from formal valuation and minority shareholder approval as the company is not listed on a specified market and the fair market value does not exceed 25% of market capitalization.

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 commercialization of the NVRO Process, scaling partnerships and delivering sustainable, recurring revenue growth." — David Cam, Chief Executive Officer