EverGen Infrastructure Corp. Announces Private Placement of Common Shares and Entering Into of Share Purchase and Reorganization Agreement

Private Placement

Pursuant to the terms of the Agreement, the Company intends to complete the Private Placement of up to an aggregate of 11,666,667 Common Shares at a price of $0.60 per Common Share with the Purchaser and other subscribers for total gross proceeds of up to CAD$7,000,000. In connection with the Private Placement, Purchaser has agreed to subscribe for and purchase 8,333,333 Common Shares in the Private Placement, for gross aggregate proceeds of CAD$5,000,000 (the “Share Purchase”) on the terms and conditions set forth in the Agreement. Upon execution of the Agreement, the Purchaser paid a deposit of CAD$1,800,000 to the Company for the Share Purchase, with the remaining CAD$3,200,000 to be paid by the Purchaser to the Company upon closing of the Private Placement. The Common Shares issued pursuant to the Private Placement will be subject to a four month hold period. The Company anticipates using the proceeds of the Private Placement for working capital and general corporate purposes.

Pursuant to the terms of the Agreement, subject to and concurrent with the closing of the Private Placement, the majority of the executive officers and directors of the Company will resign and be replaced with a new management team consisting of Chase Edgelow as Chief Executive Officer, 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 will constitute a “Change of Management” (as defined in the policies of the TSX Venture Exchange). The closing of the Private Placement may also result in the Purchaser becoming a new “Control Person” of the Company (as defined in the policies of the TSX Venture Exchange). The completion of the Private Placement and the Change of Management is expected to occur in early May 2025.