Envirogold retires $10.2-million of debt

Mr. David Cam reports ENVIROGOLD RETIRES OVER $10.2 MILLION IN DEBT IN 2025, STRENGTHENS BALANCE SHEET AS COMMERCIALIZATION ACCELERATES Envirogold Global Ltd. has successfully converted and retired approximately $10.2-million in debt consisting of approximately $9.1-million in principal and $1.1-million in interest and costs during 2025. These actions eliminate all outstanding convertible and promissory liabilities from the company's balance sheet, marking a major milestone for Envirogold as it advances toward commercialization of its proprietary NVRO Process. January, 2025, convertible promissory notes fully converted The notes were issued with a face value of $4,119,000, this debt has been converted in full through the issue of 68,650,446 shares at six cents per share with an additional 3,192,363 shares issued for interest and costs at prevailing share prices on the conversion dates ranging from May 20, 2025, to Nov. 7, 2025. Chief executive officer David Cam commented: "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." Two insiders of the company held an aggregate of $100,000 in principal of the notes. The insider conversions have been converted into common shares and included in the above share issuances. The participation of these insiders in the note offering and in the subsequent conversion constitutes a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements under sections 5.5(b) and 5.7(1)(b), respectively, of MI 61-101, as the fair-market value of the securities issued to insiders and the consideration paid by them does not exceed $2.5-million. Other corporate matters The company will issue 1,851,852 common shares at a deemed price of 13.5 cents per share being the closing price of the company's shares on Oct. 1, 2025, as partial payment of an engagement fee pursuant to its engagement of Cantor Fitzgerald Canada Corp. as its financial adviser dated Aug. 13, 2025. The company also announces the issuance of an aggregate of 850,000 common shares at a deemed price of 11.5 cents per share to the estate of Harold Wolkin (the estate shares), a former independent director of the company, in recognition and appreciation of his past valuable services rendered to the company. The issuance represents full and final satisfaction of compensation owing to Mr. Wolkin for services provided during his tenure as a director. In connection with the note conversions, the company issued conversion premiums totalling 1,271,405 shares at a deemed price of 15 cents per share. The consideration shares, estate shares and conversion premium shares are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. The company has also implemented customary compensation arrangements that align management and stakeholder interests, that support the company's commercialization strategy. The equity awards are subject to statutory hold periods and vesting schedules tied to operational milestones, revenue growth and share-price performance. These actions align leadership incentives with shareholder value creation while preserving cash resources for commercialization. On Nov. 6, 2025, the company granted an aggregate of 5,637,501 restricted share units (RSUs), 18.5 million performance share units (PSUs) and 257,000 stock options pursuant to its omnibus equity incentive plan to certain directors and officers of the company in recognition of past services rendered and as incentive compensation for continuing and future performance. The options are exercisable to acquire common shares at a price of 14 cents per share for a period of five years from issuance and vested on issuance. The RSUs were granted at a deemed price of 14 cents per RSU and will vest in tranches in accordance with the individual award agreements and the terms of the plan. Upon vesting, each RSU entitles the holder to receive one common share of the company issued from treasury. Each PSU represents the right to receive one common share of the company, the cash equivalent or a combination thereof upon vesting, subject to the achievement of specified performance-based and share price milestones, including revenue thresholds and volume-weighted average price (VWAP) targets, as detailed in the applicable PSU grant agreements. All RSUs, PSUs, options and any shares issued upon settlement or exercise are subject to a statutory hold period of four months and one day from the date of issuance, in accordance with applicable securities laws. The grant of the estate shares, options, RSUs and PSUs to certain directors and officers constitutes a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the grant of options to related parties in reliance on the exemptions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively, as the company is not listed on a specified market and the fair market value of the estate shares, options, RSUs and PSUs does not exceed 25 per cent of the company's market capitalization. About Envirogold Global Ltd. Envirogold Global is a clean-technology company transforming the mining industry by recovering high-value metals from mine waste and tailings while reducing environmental liabilities. The company's proprietary NVRO Process delivers efficient, low-carbon extraction of precious, base and critical metals, aligning with the global demand for sustainable metal supply and responsible resource management. Operating under a capital-light technology-licensing model, Envirogold combines innovation, scalability and ESG (environmental, social and governance) performance to deliver recurring revenue and long-term shareholder value. We seek Safe Harbor.