Evergen closes $13M debt facility with Farm Credit

Executive Summary

• Evergen Infrastructure Corp. has closed a $13.0-million asset-level debt facility with Farm Credit Canada (FCC) through its subsidiary Fraser Valley Biogas Ltd. (FVB), alongside the closing of the second tranche of a private placement raising approximately $1.9 million.
• The refinancing allows the company to repay $12.0 million of its existing corporate debt, reducing the remaining corporate debt balance to approximately $1.1 million and materially lowering annual debt service costs.
• The private placement involved the issuance of 3,152,441 common shares at $0.60 per share, with proceeds designated for debt repayment, working capital, and general corporate purposes.

Key Details

• FCC Credit Facility:
  • Closed a $13.0-million term loan and a $250,000 operating line of credit.
  • Proceeds used primarily to repay $12.0 million under corporate debt facilities held with Roynat Inc. and Export Development Canada.
  • Remaining corporate debt balance is approximately $1.1 million.
  • Transaction aims to align financing with operating cash flows by shifting to long-term, asset-level debt at FVB.
• Private Placement (Second Tranche):
  • Gross proceeds of approximately $1.9 million.
  • Issuance of 3,152,441 common shares at a price of $0.60 per share.
  • Principal use of proceeds: Repayment of certain indebtedness, working capital, and general corporate purposes.
  • Securities subject to a statutory hold period of four months and one day from issuance.
  • Offering subject to final acceptance of the TSX Venture Exchange.
• First Tranche Context:
  • First tranche closed on May 21, 2025, issuing 8,333,333 common shares to ASK America LLC for $5.0 million gross proceeds.
  • First tranche was in connection with a recapitalization and change of management transaction.
• Related-Party Transactions:
  • Certain directors and officers acquired common shares under the offering.
  • Company was exempt from formal valuation and minority shareholder approval requirements of National Instrument 61-101.
  • No material change report was filed 21 days prior to closing as insider participation details were not confirmed at that time.

Notable Quotes

• "We're pleased to deepen our relationship with Farm Credit Canada and grateful for the support of our shareholders. This marks a key step in building a scalable renewable natural gas platform focused on organic and agricultural waste solutions. At 60 cents per share, we see material upside as the business delivers on operational milestones. The deal aligns financing with our assets, signals institutional confidence and gives us the flexibility to accelerate growth," said Chase Edgelow, Chief Executive Officer.