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VANCOUVER, British Columbia, Nov. 10, 2026 (GLOBE NEWSWIRE) — NVRO Metals Limited (“NVRO Metals” or the “Company”) (TSXV: NVRO) is pleased to announce the completion of a range of strategic activities together with its previously announced private placement (the “Private Placement”), consisting of a “best efforts” brokered private placement and concurrent non-brokered subscriptions. The brokered portion of the Private Placement was conducted by ATB Cormark Capital Markets and Cantor Fitzgerald Canada Corporation, as co-lead agents and joint bookrunners (the “Agents”). The Company issued a total of 269,231,000 units (the “Units”) at C$0.13 per Unit (the “Offering Price”), representing an aggregate value of C$35,000,030. Further details are set out below. The proceeds from the placement will enable the Company to complete the Acquisition of Northern Territories Resources Pty Ltd (“NTR”), which is expected to occur in the coming days. Completion of the Acquisition positions the NVRO Metals Hub, NT to host the planned first industrial deployment of the NVRO Process™.
Strategic Investors
The Private Placement was supported by three strategic investors: Hecla Mining Company (“Hecla”), Transamine SA (“Transamine”) and KEWA Financial Inc. (“KEWA”) (together, the “Strategic Investors”), each of which subscribed independently. The Strategic Investors invested a combined amount of approximately C$18,500,040.
Commercial Advancements
In conjunction with the Private Placement, the Company has agreed to the following commercial arrangements with Strategic Investors, each of which is effective as of November 10, 2026:
Greens Creek Tailings Supply Agreement
The Company has entered into an agreement with Hecla for the purchase by the Company of tailings from Hecla’s Greens Creek mine in Alaska (the “Greens Creek Supply Agreement”) for processing at the NVRO Metals Hub, NT. The Greens Creek Supply Agreement has an initial term of five years from the first shipment of tailings and provides for a committed quantity of up to 750,000 tonnes per year. The supply and purchase obligations are subject to conditions precedent.
Oxide Copper Cathode Offtake and Prepayment Agreement
The Company has entered into a binding offtake and prepayment agreement with Transamine for 100% of the copper cathode to be produced at the NVRO Metals Hub, NT from the oxide deposits (the “Cathode Offtake Agreement”) enabling a day 1, fully funded near-term production. Transamine will provide, subject to completion of conditions precedent typical for transactions of this nature, a prepayment debt facility of up to US$10,000,000 to be used for the commissioning activities toward copper cathode production. In addition, subject to completion of conditions precedent, Transamine will provide a working capital facility of up to US$5,000,000 to be used for general working capital and commissioning activities. Amounts outstanding under both facilities will bear interest at an annual rate equal to three-month CME Term SOFR plus 7.00%. These facilities provide the capital that the Company currently estimates is required to bring the copper cathode into production.
NVRO Process™ Production – Maiden Offtake Term Sheet
The Company and Transamine have signed a non-binding term sheet for:
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the offtake of products to be produced from the processing of tailings purchased under the Greens Creek Supply Agreement; |
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a working capital facility to fund the Company’s purchases of tailings under the Greens Creek Supply Agreement, logistics and contract management support; and |
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a potential prepayment against the offtake to support future capital requirements. |
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Continued Institutional Support
The Company thanks Pala, an early institutional investor, for its continued support of NVRO Metals through its participation in the Private Placement, following its initial investment in the Company in October 2025.
Acquisition of NTR
The closing of the Private Placement enables the completion of the Acquisition of NTR, the owner of the site of the NVRO Metals Hub, NT, expected to be completed on or about November 13, 2026. Upon completion of the Acquisition, the Company will focus, among other things, on:
- NVRO Process™ installation at the NVRO Metals Hub. Commencement of environmental baseline studies, engineering and feasibility work for the installation of the NVRO Process™ at the NVRO Metals Hub.
- Near-term copper cathode and cobalt-nickel production expected in Q4 2027, generating an estimated C$44m per year from an initial ~3 years of Mineral Reserves, as supported by the Company’s NI 43-101 technical report titled “NVRO Metals Hub Australia Project NI 43-101 Technical Report” with an effective date of July 23, 2026, available on SEDAR+ at www.sedarplus.ca.
The scientific and technical information contained in this news release has been reviewed and approved by James Knowles, BSc (Geology), Director of Measured Group Pty Ltd, who is a “qualified person” as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”). Mr. Knowles is independent of the Company within the meaning of NI 43-101.
Details of the Private Placement
Each Unit consists of one common share of the Company and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one common share of the Company at an exercise price of C$0.18 per common share at any time before 5:00 p.m. (Toronto time) on November 10, 2029.
The gross proceeds of the Private Placement of C$35,000,030 consist of: (i) 248,497,815 Units issued for cash proceeds of approximately C$32,304,716; and (ii) 20,733,185 Units (the “Debt Units”) issued to Adroit (as defined below), at the direction of Evolver (as defined below), in settlement of approximately C$2,695,314 of secured debt owing to Evolver, as described below under “Details of the Acquisition”.
The Agents received a cash commission in the aggregate amount of approximately C$904,709 and a corporate finance fee equal to approximately C$1,320,629.
No finder’s fee was paid in connection with the Private Placement, and no finder’s fee is expected to be payable in connection with the Acquisition (as defined below).
In connection with Hecla’s participation in the concurrent non-brokered portion of the Private Placement, the Company and Hecla entered into an investor rights agreement (the “Investor Rights Agreement”) and certain other commercial agreements. Under the Investor Rights Agreement, Hecla was granted participation rights to maintain its pro-rata ownership, certain information and access rights, and limited consent rights. These rights are largely subject to specified minimum ownership thresholds and other restrictions and conditions in accordance with applicable Canadian securities laws.
The net cash proceeds from the Private Placement will be used by the Company to fund the cash payments to be made in connection with the Acquisition, including the Specified Contribution (being the A$14,600,000 contribution payable to or through the deed administrators under the DOCA), the environmental bond top-up, the payment to Mr. He and a repayment of loans to Evolver and its affiliates (each as further defined or described below), as well as transaction expenses, working capital and general corporate purposes.
The Units were offered by way of private placement: (a) in each of the provinces of Canada pursuant to applicable prospectus exemptions under applicable Canadian securities laws; and (b) in jurisdictions outside of Canada as agreed to by NVRO Metals and the Agents on a private placement equivalent basis.
The Private Placement and the Acquisition each remain subject to the final acceptance of the TSX Venture Exchange (the “Exchange”). Although the Private Placement has closed and the proceeds have been paid, the Company remains subject to certain continuing obligations under the agency agreement dated November 10, 2026 between the Company and the Agents. The securities issued pursuant to the Private Placement, including the Debt Units, are subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws and the rules of the Exchange.
The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.
Details of the Acquisition
As previously announced on June 10, 2026, the Company has agreed to acquire, through its wholly owned subsidiary, NVRO Metals (Australia) Pty Ltd. (“NVRO Australia”), all of the issued and outstanding shares of Northern Territories Resources Pty Ltd. (“NTR”) pursuant to the deed of company arrangement dated June 8, 2026, as amended (the “DOCA”) (the “Acquisition”). Since the initial announcement, the parties have entered into additional agreements to implement the Acquisition, obtained the required consents and addressed NTR’s secured debt.
Subject to the closing of the Acquisition and the terms of the applicable agreements, NVRO Australia will pay a specified contribution of A$14,600,000 (the “Specified Contribution”) and an environmental bond top-up of A$2,311,716, or such other amount as may be required by the applicable regulatory authority, to or through the deed administrators in connection with the effectuation of the DOCA. The Company expects the Acquisition to close upon receipt by the deed administrators of the proceeds of the Private Placement, on or about November 13, 2026.
Beijing Jinhong Investment and Development Co., Ltd. (“BJID”) and Huanxue He (“Mr. He”) are the registered holders of 95% and 5%, respectively, of the issued and outstanding shares of NTR. In addition to the amounts payable to or through the deed administrators, the Company will issue 6,538,461 common shares, having an aggregate value of approximately C$850,000 (at a deemed price of C$0.13 per common share), to BJID or its nominee and pay A$50,000 to Mr. He as consideration for their respective consents to, and the transfer of their respective NTR shares in connection with, the Acquisition.
The Acquisition arrangements also provide for the settlement of secured debt owing to Evolver Investments Pty Ltd. (“Evolver”), the excluded creditor under the DOCA. The secured facility was established pursuant to a secured loan agreement dated January 17, 2025 between Gold Valley Copper Pty Ltd., as lender, and NTR, as borrower, as amended by a deed of amendment and forbearance dated December 3, 2025 (the “First Amendment”) and a further deed of amendment dated January 29, 2026 (the “Second Amendment”). Pursuant to a deed of novation and variation dated April 22, 2026 (the “Novation Agreement” and, together with the secured loan agreement, the First Amendment and the Second Amendment, the “Facility Documents”), Evolver was substituted for Gold Valley Copper Pty Ltd. as lender under the secured facility.
In connection with the Acquisition, the Company settled approximately C$2,695,314 of the secured debt owing to Evolver through the issuance of the 20,733,185 Debt Units at a deemed price of C$0.13 per Debt Unit. Pursuant to a units for debt agreement among the Company, Evolver and Adroit CI Pty Ltd. (“Adroit”), the Debt Units were issued to Adroit, Evolver’s parent company, at Evolver’s direction, concurrently with the closing of the Private Placement. The issuance of the Debt Units to Adroit discharged the corresponding amount of the secured debt owing to Evolver. Subject to closing of the Acquisition, the balance of the secured debt owing to Evolver will be settled through cash payment.
Each Debt Unit consists of one common share and one Warrant, on the same terms as the other Units issued under the Private Placement.
The foregoing cash payments and securities issuances form part of the consideration and implementation arrangements for the Acquisition. No finder’s fee, commission or similar fee was or is payable in connection with the issuance of the Debt Units, the common shares to be issued to BJID or its nominee, or the related settlement of the Evolver debt.
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.
Contacts
NVRO Metals Limited
Grant Freeman, CEO
+61 411 206 170
grant.freeman@nvrometals.com
ir@nvrometals.com
Cautionary Note Regarding Forward-Looking Statements
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.
This news release includes “forward-looking information” that is subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Forward-looking statements may include, but are not limited to, statements regarding the effectuation of the DOCA, completion of the Acquisition, receipt of final acceptance of the Exchange for the Private Placement and the Acquisition, payment of the Specified Contribution, the environmental bond top-up, the payment to Mr. He and the cash portion of the settlement with Evolver, issuance and delivery of the common shares to BJID or its nominee, the use of the net cash proceeds from the Private Placement, satisfaction of the conditions precedent to the Greens Creek Supply Agreement and the Cathode Offtake Agreement, the entry into definitive agreements contemplated by the Transamine Term Sheet, the Company’s financial assurance arrangements, integration of NTR, estimated revenue and production from the NVRO Metals Hub, the first industrial deployment of the NVRO Process™, and the future development and results of operations, performance and achievements of the Company. Although the Company believes that such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are typically identified by words such as believe, expect, anticipate, intend, estimate, and similar expressions, or are those that, by their nature, refer to future events. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward-looking statements as a result of various factors and risks, including failure or delay in completing the Acquisition, effectuating the DOCA, obtaining final Exchange acceptance, making the remaining Acquisition payments and securities issuances, integrating NTR or implementing the intended use of proceeds, failure to enter into the definitive agreements contemplated by the Transamine Term Sheet or to satisfy the conditions precedent to the Greens Creek Supply Agreement, or to realize the anticipated benefits of the Greens Creek Supply Agreement and the Cathode Offtake Agreement, uncertainty inherent in mineral resource and reserve estimates including changes in commodity prices, cost assumptions and geological interpretation, the risk that metallurgical test work on the NVRO Process™ may not achieve anticipated recoveries, the Company’s inability to obtain permits, consents or authorizations required to implement its business strategies, and other risks identified in its disclosure documents filed on SEDAR+ at www.sedarplus.ca.
Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, actual events, results and/or developments may differ materially from those in the forward-looking statements. Readers should not place undue reliance on the Company’s forward-looking statements. The forward-looking statements are made as of the date of this news release and the Company assumes no obligation to update or revise any forward-looking statements to reflect new events or circumstances, except in accordance with and as required by applicable securities laws.
