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Business Wire
4 days ago
- Business
- Business Wire
EverGen Infrastructure Reports Q1 2025 Results
VANCOUVER, British Columbia--(BUSINESS WIRE)-- EverGen Infrastructure Corp. ('EverGen' or the 'Company') (TSXV: EVGN) (OTCQX: EVGIF), today reported financial results as at and for Q1 2025. All amounts are in Canadian dollars unless otherwise stated and have been prepared in accordance with IFRS. Financial Highlights for Q1 2025: Revenues of $1.9 million for Q1 2025 decreased 41% compared to the same period last year, primarily driven by reduced volumes (due to unexpected operating disturbances) resulting in lower tip fee revenue at the Company's organic waste and composting facilities. These declines were partially offset by increased RNG production and associated revenues from FVB and GrowTEC, as well as tip fee increases at the Company's composting facilities. Net loss of $1.2 million for Q1 2025 improved by 11% compared to the same period last year, primarily due to lower direct operating costs, depreciation and amortization expense, and finance costs, partially offset by lower revenues and a decrease in insurance proceeds. Adjusted EBITDA of $0.5 million for Q1 2025 decreased by $0.2 million compared to the same period last year, primarily due to reduced revenues and lower insurance proceeds, partially offset by a decrease in direct operating costs and an increase in non-recurring general and administrative expenses. RNG production reached a new quarterly record in Q1 2025, driven by the continued ramp-up and stabilization of the FVB RNG expansion project. The FVB facility achieved monthly RNG production record exceeding 12,000 gigajoules (GJs) in both March and April 2025, surpassing the previous high of 11,186 GJs in September 2024. A daily production record of 640 GJs was also set in October 2024. (1) Please refer to 'Non-GAAP Measures'. Closing of Private Placement & Management Change (Subsequent Event to Q1 2025): In May 2025, EverGen announced closing of first tranche of private placement for gross aggregate proceeds of CAD$5,000,000 and completed a change of management. See full press release filed on SEDAR+. Further Information & Conference Call Details For further information on the results please see the Company's Consolidated Financial Statements and Management's Discussion and Analysis filed on SEDAR+ at and on EverGen's website at EverGen will hold a results and corporate update conference call at 11:30 a.m. Eastern Time on Tuesday, June 3, 2025, hosted by Chief Executive Officer, Chase Edgelow. Date: Tuesday, June 3, 2025 Time: 11:30 a.m. ET Zoom Link: Find the latest Corporate Presentation in the Investor Center: 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 Non-GAAP Measures EverGen uses certain financial measures referred to in this press release to quantify its results that are not prescribed by IFRS. The terms EBITDA, adjusted EBITDA and working capital are not recognized measures under IFRS and may not be comparable to that reported by other companies. EverGen believes that, in addition to measures prepared in accordance with IFRS, the non-IFRS measurement provide useful information to evaluate the Company's performance and ability to generate cash, profitability and meet financial commitments. These non-IFRS measures are intended to provide additional information and should not be considered in isolation or as a substitute for other measures of performance prepared in accordance with IFRS. EBITDA is defined as net income (loss) before interest, tax and depreciation and amortization. Adjusted EBITDA is EBITDA adjusted for share-based payment expenses, unusual or non-recurring items, contingent consideration gains and losses and non-controlling interests in adjusted EBITDA. Working capital is calculated as current assets less current liabilities. Forward-Looking Information This news release contains certain forward-looking statements and/or forward-looking information (collectively, 'forward looking statements') within the meaning of applicable securities laws. When used in this release, such words as 'would', 'will', 'anticipates', 'believes', 'explores', 'expects' and similar expressions, as they relate to EverGen, or its management, are intended to identify such forward-looking statements. More particularly, and without limitation, this press release contains forward looking statements and information concerning the Company's expectations regarding revenue growth and future financial or operating performance. Such forward-looking statements reflect the current views of EverGen with respect to future events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause EverGen's actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits EverGen will derive therefrom, and accordingly, readers are cautioned not to put undue reliance on the forward-looking statements contained in this press release. The Company cautions that these forward-looking statements are subject to numerous risks and uncertainties, including but not limited to: the impact of general economic conditions in Canada, including the current inflationary environment; industry conditions including changes in laws and regulations and/or adoption of new environmental laws and regulations and changes in how they are interpreted and enforced, in Canada; volatility of prices for energy commodities; change in demand for clean energy to be offered by EverGen; competition; lack of availability of qualified personnel; obtaining required approvals of regulatory authorities in Canada; ability to access sufficient capital from internal and external sources; optimization and expansion of organic waste processing facilities and RNG feedstock; the realization of cost savings through synergies and efficiencies expected to be realized from the Company's completed acquisitions; the sufficiency of EverGen's liquidity to fund operations and to comply with covenants under its credit facility; continued growth through strategic acquisitions and consolidation opportunities; continued growth of the feedstock opportunity from municipal and commercial sources, and the factors discussed under 'Risk Factors' in the Company's Annual Information Form dated April 22, 2024, which is available on SEDAR+ at many of which are beyond the control of EverGen. Forward-looking statements included in this news release should not be read as guarantees of future performance or results. The forward-looking statements contained in this release are made as of the date of this release, and except as may be expressly required by applicable law, EverGen disclaims any intent, obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein whether as a result of new information, future events or results or otherwise. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Yahoo
22-05-2025
- Business
- Yahoo
EverGen Infrastructure Corp. Announces Closing of First Tranche of Private Placement and Change of Management
VANCOUVER, British Columbia, May 22, 2025 (GLOBE NEWSWIRE) -- EverGen Infrastructure Corp. ('EverGen' or the 'Company') (TSXV: EVGN) is pleased to announce that, further to its press release dated April 23, 2025, the Company has closed certain transactions contemplated under the share purchase and reorganization agreement (the 'Agreement') dated April 22, 2025 with Ask America, LLC (the 'Purchaser'). Pursuant to the terms of the Agreement, the Purchaser acquired common shares of the Company ('Common Shares') for total gross proceeds of CAD$5,000,000 (the 'Private Placement') and the Company concurrently completed a 'Change of Management', as defined below. Private Placement Pursuant to the terms of the Agreement, the Company closed the first tranche of the Private Placement and issued an aggregate of 8,333,333 Common Shares at a price of $0.60 per Common Share to the Purchaser for gross aggregate proceeds of CAD$5,000,000. It is anticipated that one or more subsequent tranches of the Private Placement will be closed in due course, for aggregate proceeds to the Company of up to CAD$7,000,000. The Common Shares issued pursuant to the Private Placement are subject to a four month hold period pursuant to applicable securities laws. No finder's fees or commissions were paid by the Company in connection with the aforementioned closing. The Company expects to use the proceeds of the Private Placement for working capital and general corporate purposes. The closing of the Private Placement resulted in the Purchaser becoming a new 'Control Person' of the Company (as defined in the policies of the TSX Venture Exchange (the 'TSXV')) and was approved by a majority of shareholders of the Company by way of written consent, in accordance with TSXV policies. Immediately prior to closing of the Private Placement, 1,211,026 options, warrants and other equity settled incentive securities held by current and former members of the Company's management and Board were surrendered for cancellation for nominal consideration. Change of Management Concurrently with closing of the first tranche of the Private Placement, the majority of the executive officers and directors of the Company resigned and were replaced with a new management team consisting of Chase Edgelow as Chief Executive Officer and Ron Green as Chief Operating Officer, with Sean Hennessey continuing as Chief Financial Officer and a new board of directors of the Company (the 'Board') consisting of: Chase Edgelow, Varun Anand, Blake Almond, and Mischa Zajtmann (collectively, the 'Change of Management'). The foregoing changes constituted a 'Change of Management' (as defined in the policies of the TSXV) and were approved by a majority of shareholders of the Company by way of written consent, in accordance with TSXV policies. For details of the new management team and Board members, please see the press release of the Company dated April 23, 2025. The Company would like to thank its resigning directors and officers for their service and contributions to the Company and wishes each of them well in their future endeavors. Early Warning Disclosure Upon completion of the Private Placement, ASK America holds 8,333,333 Common Shares, representing approximately 37% of the issued and outstanding Common Shares on a non-diluted basis and approximately 34% of the issued and outstanding Common Shares on a fully diluted basis (after the grant of equity incentive awards described below under 'Equity Incentive Grant'). Prior to completion of the Private Placement, ASK America did not beneficially own, or exercise control or direction over, any securities of the Company. ASK America acquired these securities for investment purposes, and may, in the future, increase or decrease its ownership of securities of the Company, directly or indirectly, from time to time depending upon, among other things, the business and prospects of the Company and future market conditions. For further details regarding the acquisition of the Common Shares described above, see the early warning report which will be available on EverGen's SEDAR+ profile. ASK America can be contacted at Suite 4200, Bankers Hall West, 888 – 3rd Street SW, Calgary, AB T2P 5C5. Equity Incentive Grant On closing, the Company granted an aggregate of 1,500,000 stock options, 150,000 deferred share units and 350,000 restricted share units to certain directors and officers of the Company pursuant to the Company's equity incentive plan adopted on March 18, 2021. The stock options have an exercise price of $0.60 per Common Share, a seven-year term and vest as to one-third on each of the grant date and the first and second anniversaries of the grant date. The restricted share units vest on the first anniversary of the grant date. 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 About ASK America LLC ASK America LLC is backed by a multi-generational U.S. family office with several decades of investment experience across a broad spectrum of asset classes. The family office has amassed substantial assets under management, fueled by the success of its wholly owned consumer products business as well as the consistent growth of its investment portfolio. Through ASK America LLC, the group brings a combination of operational acumen and patient, long-term capital to its partnerships, with a steadfast commitment to fostering sustainable growth and delivering superior risk-adjusted returns. Cautionary Statements Regarding Forward Looking Information This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as 'may', 'should', 'anticipate', 'will', 'estimates', 'believes', 'intends' 'expects' and similar expressions which are intended to identify forward-looking information or statements. More particularly and without limitation, this press release contains forward looking statements and information concerning: the completion of subsequent tranches of the Private Placement and the use of proceeds of the Private Placement. EverGen cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of EverGen, including expectations and assumptions concerning EverGen, the Private Placement, the Change of Management, the timely receipt of all required approvals and exemptions and the satisfaction of other conditions. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of EverGen. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and EverGen does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law. ContactsEverGen Infrastructure Corp. Chase Edgelow, Chief Executive Officerinvestors@ +1 (604) 724-9937Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
