Mr. Grant Freeman reports
NVRO METALS ANNOUNCES PRIVATE PLACEMENT OF UP TO C$35.0 MILLION SUPPORTED BY STRATEGIC INVESTORS
NVRO Metals Ltd. has entered into an agreement with ATB Cormark Capital Markets and Cantor Fitzgerald Canada Corp. to act as co-lead agents and joint bookrunners in connection with a commercially reasonable best-effort private placement of up to 269,231,000 units of the company at a price of 13 cents per unit for aggregate gross proceeds of up to $35-million.
The company has agreed to grant the agents an option to purchase up to an additional 15 per cent of the units at the offering price, exercisable in whole or in part, at any time up to 48 hours prior to the closing date (as defined below). If the agent option is exercised in full, the aggregate gross proceeds of the offering will be approximately $40.25-million.
Each unit will comprise one common share in the capital of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of 18 cents 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, including Kewa Financial, Transamine SA and Hecla Mining Company, 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 remains 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 finance the acquisition of Northern Territories Resources Pty. Ltd. (NTR) by NVRO Metals (Australia) Pty. Ltd., a wholly owned subsidiary of NVRO, and for transaction expenses, working capital and general corporate purposes.
The offering is expected to close on or about Oct. 27, 2026, and is subject to the company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange 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 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 U.S. Securities Act of 1933, as amended 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.
About NVRO Metals Ltd.
NVRO Metals is a clean-technology company focused on the recovery of precious, base and critical metals from refractory sulphidic 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 sulphide 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.
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