Latest news with #EverGen
Globe and Mail
3 days ago
- Business
- Globe and Mail
EverGen Infrastructure Reports Q1 2025 Results
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. Three months ended Mar 31, 2025 Mar 31, 2024 $ Change % Change FINANCIAL Revenue 1,909 3,227 (1,318) (41) Net loss (1,202) (1,326) 124 (9) Net loss per share ($), basic and diluted (0.08) (0.10) 0.02 (20) EBITDA (1) (33) 217 (250) (115) Adjusted EBITDA (1) 450 654 (204) (31) Total assets 77,560 94,241 (16,681) (18) Total long-term liabilities 26,878 30,255 (3,377) (11) Cash and cash equivalents and restricted cash 1,502 717 785 109 Working capital deficit (1) (1,913) (1,064) (849) 80 COMMON SHARES (thousands) Outstanding, end of period 14,059 13,918 141 1 Weighted average – basic & diluted 14,041 13,905 136 1 OPERATING RNG (gigajoules) 43,014 35,440 7,574 21 Incoming organic feedstock (tonnes) 12,809 17,986 (5,177) (29) Organic compost and soil sales (yards) 642 2,179 (1,537) (71) Electricity (MWh) 763 851 (88) (10) (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.
National Post
3 days ago
- Business
- National Post
EverGen Infrastructure Reports Q1 2025 Results
Article content Q1 2025 Key Milestones Achieved & Highlights: Article content Article content Record quarterly renewable natural gas ('RNG') production Fraser Valley Biogas ('FVB') achieved record monthly RNG production following the stabilization of the FVB RNG expansion project. Entered into purchase and sale agreement of real property in connection with the disposition of the land on which FVB operates for total purchase price of $2,620,000 Article content VANCOUVER, British Columbia — 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. Article content Financial Highlights for Q1 2025: Article content 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. Article content Three months ended Mar 31, 2025 Mar 31, 2024 $ Change % Change FINANCIAL Revenue 1,909 3,227 (1,318) (41) Net loss (1,202) (1,326) 124 (9) Net loss per share ($), basic and diluted (0.08) (0.10) 0.02 (20) EBITDA (1) (33) 217 (250) (115) Adjusted EBITDA (1) 450 654 (204) (31) Total assets 77,560 94,241 (16,681) (18) Total long-term liabilities 26,878 30,255 (3,377) (11) Cash and cash equivalents and restricted cash 1,502 717 785 109 Working capital deficit (1) (1,913) (1,064) (849) 80 COMMON SHARES (thousands) Outstanding, end of period 14,059 13,918 141 1 Weighted average – basic & diluted 14,041 13,905 136 1 OPERATING RNG (gigajoules) 43,014 35,440 7,574 21 Incoming organic feedstock (tonnes) 12,809 17,986 (5,177) (29) Organic compost and soil sales (yards) 642 2,179 (1,537) (71) Electricity (MWh) 763 851 (88) (10) Article content (1) Please refer to 'Non-GAAP Measures'. Article content Closing of Private Placement & Management Change (Subsequent Event to Q1 2025): Article content 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+. Article content 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. Article content 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. Article content For more information about EverGen Infrastructure Corp. and our projects, please visit Article content Non-GAAP Measures Article content 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. Article content 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 currentviews 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. Article content 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. Article content Article content Article content Article content Article content Article content
Business Wire
3 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.
Globe and Mail
15-05-2025
- Business
- Globe and Mail
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 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.
Yahoo
15-05-2025
- Business
- Yahoo
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 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. Contacts EverGen Infrastructure Corp. Co-founder & CEO Mischa Zajtmann 604-202-7004 mischa@ in to access your portfolio
