Mr. Chase Edgelow reports

EVERGEN INFRASTRUCTURE ANNOUNCES CLOSING OF NEW FCC CREDIT FACILITY AND $1.9 MILLION PRIVATE PLACEMENT

Evergen Infrastructure Corp. has closed its previously announced $13.0-million asset-level debt facility with Farm Credit Canada through its wholly owned subsidiary Fraser Valley Biogas Ltd., has repaid the majority of the company's corporate debt facility and has closed the second tranche of its previously announced non-brokered private placement for gross proceeds of approximately $1.9-million.

Highlights

The refinancing transactions represent another significant milestone in Evergen's strategic repositioning and strengthen the company's financial foundation heading into 2026 by:

• Improving alignment of financing with operating cash flows by shifting to long-term, asset-level debt at FVB, materially reducing overall debt service costs;
• Paying down corporate-level debt by $12-million to a remaining balance of approximately $1.1-million; and
• Further increasing near-term financial flexibility through additional equity proceeds and an operating line of credit.

"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 the chief executive officer of Evergen, Chase Edgelow.

Closing of FCC credit facility and repayment of corporate facility

Evergen confirms that FVB has closed a credit agreement with FCC for $13.0-million term loan and a $250,000 operating line of credit. The term loan proceeds will be used primarily to repay $12.0-million under the company's corporate debt facilities with Roynat Inc. and Export Development Canada, and to support Evergen's balance sheet.

This is expected to materially reduce the company's annual debt service costs.

Closing of second tranche private placement

The company also announces that it has closed the second tranche of its previously announced non-brokered private placement for gross proceeds of approximately $1.9-million, through the issuance of 3,152,441 common shares of the company at a price of 60 cents per common share. The first tranche of the offering closed on May 21, 2025, pursuant to which the company issued 8,333,333 common shares to ASK America LLC for gross proceeds of $5-million in connection with the company's recapitalization and change of management transaction, further details of which are available in the company's press releases dated May 21, 2025, and April 23, 2025.

The principal use of proceeds from the offering is to repay certain indebtedness outstanding and for working capital and general corporate purposes.

All securities issued in connection with the offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws. The offering remains subject to final acceptance of the TSX Venture Exchange.

Certain directors and officers of the company acquired common shares under the offering. Common shares acquired by such insiders are considered related-party transactions for the purposes of National Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101. The company did not file a material change report in respect of the related-party transaction 21 days prior to the closing of the offering as the details of the participation of insiders had not been confirmed at that tie.

About Evergen Infrastructure Corp.

Evergen, Canada's renewable natural gas infrastructure platform, is combatting 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.

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