EverGen Infrastructure Corp. Announces Receipt of TSX Venture Exchange Final Approval of Real Property Sale and Update to Previously Announced Financing
VANCOUVER, British Columbia, May 14, 2025 (GLOBE NEWSWIRE) -- EverGen Infrastructure Corp. (' EverGen ' or the ' Company ') (TSXV: EVGN) is pleased to announced that, further to its press release dated March 17, 2025, the purchase and sale agreement dated March 13, 2025 with an effective date of February 28, 2025 (the ' Agreement ') between 2065947 Alberta Ltd. and James Betts (collectively, the ' Purchasers ') and Fraser Valley Biogas Ltd. (the ' Vendor '), a subsidiary of the Company, has received final approval from the TSX Venture Exchange (the ' TSXV ').
The Agreement was entered into in connection with the disposition of certain real property having a municipal address of 2016 Interprovincial Highway, Abbotsford, B.C. V3G 2H8 and legally described as Parcel Identifier: 010-837-906, Lot 79, Section 13, Township 19, New Westminster District Plan 4211 (the ' Property ') by the Vendor to the Purchasers (the ' Transaction ') for a total purchase price of $2,620,000 (the ' Purchase Price '), with $870,000 (the ' Deferred Amount ') to be paid by the Purchasers upon the completion of the sale of a separate property owned by the Purchasers on or prior to December 31, 2025, though the sale is currently anticipated to be completed by the end of May 2025. Notwithstanding the foregoing, the terms of the Transaction provide that certain buildings, structures and equipment situated on the Property and the Company's existing lease agreements are not included in the Purchase Price.
In accordance with the terms of the Transaction, the Vendor has leased a portion of the Property from the Purchaser for a term of up to 20 years. The Vendor will pay $186,000 in rent to the Purchasers, calculated on an annual basis, though the amount of rent payable will be reduced to $124,236, calculated on an annual basis, during the time period when the Deferred Amount is outstanding. Additionally, the Purchasers were also assigned a lease between the Vendor and a third-party in respect of a portion of the Property and as a result, certain existing lease payments will now be directed to the Purchasers.
As James Bett's is the Chief Operating Officer of the Company, the Transaction involves a Non-Arm's Length Party (as such term is defined under the polices of the TSX Venture Exchange) and constitutes a 'related party transaction' under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (' MI 61-101 '). The Company is relying on the exemption from the valuation requirement pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by Section 5.7(1)(a) (Fair Market Value Not More Than 25 Percent of Market Capitalization) of MI 61-101 as of the time of the Agreement in respect of the Transaction.
Financing Update
Further to the Company's press release dated April 23, 2025, EverGen wishes to provide an update on the previously announced share purchase and reorganization agreement with Ask America, LLC (the ' Share Purchase and Reorganization Agreement ') and the connected private placement of common shares of the Company for total gross proceeds of up to CAD$7,000,000 (the ' Private Placement '). Subject to final TSXV approval, all material conditions precedent that may be satisfied prior to closing of the Agreement have been satisfied, including receipt of the requisite shareholder approvals, and the Company anticipates closing as soon as final TSXV approval is received.
About EverGen Infrastructure Corp.
EverGen, Canada's Renewable Natural Gas Infrastructure Platform, is combating climate change and helping communities contribute to a sustainable future. Headquartered on the West Coast of Canada, EverGen is an established independent renewable energy producer which acquires, develops, builds, owns and operates a portfolio of Renewable Natural Gas, waste to energy, and related infrastructure projects. EverGen is focused on Canada, with continued growth expected across other regions in North America and beyond.
For more information about EverGen Infrastructure Corp. and our projects, please visit www.evergeninfra.com.
Cautionary Statements Regarding Forward Looking Information
This news release contains 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking statements') within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes', and or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, regulatory, competitive, political and social uncertainties; the delay or failure to receive required approvals (including shareholder, board, third party, TSXV and regulatory approvals); the timing of completion of the sale of a separate property owned by the Purchasers in relation to the payment of the Deferred Amount; and the closing of the Share Purchase and Reorganization Agreement and the Private Placement, including the acceptance of the TSXV of the Private Placement. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, EverGen assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
Neither 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.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.
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