VANCOUVER, British Columbia–(BUSINESS WIRE)–EverGen Infrastructure Corp. (“EverGen” or the “Company”) (TSXV: EVGN) announces that Fraser Valley Biogas Ltd. (the “Vendor”), a subsidiary of the Company, entered into a purchase and sale agreement (the “Agreement”) with 2065947 Alberta Ltd. and James Betts (collectively, the “Purchasers”) in connection with the disposition of the land on which the Fraser Valley Bio Gas Project operates (the “Property”) for a total purchase price of $2,620,000.00 (the “Transaction”). In connection with the purchase of the Property, the Vendors will enter into a long-term lease with the Purchasers for the portion of the Property on which the project operates.
Pursuant to the Agreement, the Purchasers paid $1,750,000 to the Vendor at closing of the Transaction, with the remaining $870,000 (the “Deferred Amount”) to be paid on a deferred basis.
The Vendor shall have the right to elect to repurchase the Property on the fifth anniversary of the closing date of the Transaction at the greater of the original purchase price or the fair market value of the Property on terms substantially similar to those set forth in the Agreement. The Vendor will enter into a long-term lease back for the portion of the property on which the project operates (the “Lease Back Agreement”). Until the Deferred Amount is paid, the Vendor will pay reduced rent under the Lease Back Agreement.
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 intends on 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 in respect of the Transaction.
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 www.evergeninfra.com.
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 and; the delay or failure to receive required approvals (including shareholder, board, third party and regulatory approvals). 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.
Contacts
EverGen Infrastructure Corp.
Co-founder & CEO
Mischa Zajtmann
604-202-7004
