EverGen Infrastructure Corp. — Capital/Financing Update 2021

May 6, 2021

EverGen Infrastructure Corp. Initial Public Offering of Common Shares

May 5, 2021

An amended and restated preliminary prospectus dated May 5, 2021 (the “preliminary prospectus”), containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the preliminary prospectus, and any further amendment, is required to be delivered with this document. The preliminary prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for a final prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary prospectus, the final prospectus, and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The preliminary prospectus constitutes a public offering of securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. The Offered Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and are being offered and sold in the United States exclusively to qualified institutional buyers, as defined in Rule 144A under the U.S. Securities Act. Each offeree in the United States is hereby notified that the offer and sale of Offered Shares to it is being made in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Rule 144A thereunder. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

Terms and Conditions

	Terms and Conditions
Issuer:	EverGen Infrastructure Corp. (“EverGen” or the “Company”).
Offering:	4,286,000 to 5,295,000 Offered Shares of the Company (prior to the Over-Allotment Option, and ● Ofered Shares if the
	Over-Allotment Option is exercised in full).
Offering Price:	$● per Offered Share. It is anticipated that the Offering Price will be between $8.50 and $10.50 per Offered Share.
Size of Offering:	Approximately $45,000,000, prior to the Over-Allotment Option
Over-Allotment	The Company has granted the Underwriters the Over-Allotment Option, exercisable, in whole or in part, at the sole
Option:	discretion of the Underwriters, at any time up to 30 days from and including the Closing Date, to purchase up to an
	additional ● Over-Allotment Shares, equal to 15% of the aggregate number of Offered Shares purchased pursuant to the
	Offering at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes.
Shares	Assuming an Offering Price of $9.50 per Offered Share (the midpoint of the anticipated Offering Price range), approximately
Outstanding:	14,562,700 Common Shares will be issued and outstanding upon completion of the Offering (approximately 15,273,200
	Common Shares if the Over-Allotment Option is exercised in full). The foregoing gives effect to the deemed exercise of
	1,059,325 Special Warrants
Use of Proceeds:	The estimated net proceeds to the Company from the Offering will be $41,300,000, after deducting the Underwriters’ Fee
	of $2,700,000 and estimated expenses of the Offering of $1,000,000, and assuming the Over-Allotment Option is not
	exercised. If the Underwriters exercise the Over-Allotment Option in full, the estimated net proceeds from the Offering will
	be $47,645,000 after deducting the Underwriters’ Fee of $3,105,000 and estimated expenses of the Offering of $1,000,000.
	The foregoing assumes there are no sales under the President’s List.

The Company intends to use the net proceeds from the Offering as follows:

	Net Proceeds
Principal Purposes	under Offering
Project Construction, Development and Expansion	$38,800,000
New Project Acquisition and Development	Nil
General and Administrative Costs	$2,000,000
Working Capital	$500,000
Total	$41,300,000

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While the Company intends to spend the net proceeds from the Offering as stated above, there may be circumstances where, for sound business reasons, funds may be re-allocated at the discretion of the Board or management.

Proceeds raised pursuant to the exercise of the Over-Allotment Option, if any, are intended to be allocated to New Project Acquisition and Development.

Dividend Policy: The Company currently intends to retain any future earnings to fund the development and growth of its business and does not currently anticipate paying dividends on the Common Shares. Any determination to pay dividends in the future will be at the discretion of the Board and will depend on many factors, including, among others, the financial condition of the Company, current and anticipated cash requirements, contractual restrictions and financing agreement covenants, solvency tests imposed by applicable corporate law and other factors that the Board may deem relevant.

Lock-Up In connection with the Offering, each of the Company’s senior officers and directors, and, as applicable, associates and Agreements: affiliates, will be required to enter into lock-up agreements in favour of the Underwriters, pursuant to which each will agree not to, directly or indirectly, offer, issue, sell, grant, secure, pledge, or otherwise transfer, dispose of or monetize, or engage in any hedging transaction, or enter into any form of agreement or arrangement the consequence of which is to alter economic exposure to, or announce any intention to do so, in any manner whatsoever, any Common Shares or securities convertible into, exchangeable for, or otherwise exercisable to acquire Common Shares or other equity securities of the Company for a period of 180 days after the Closing Date, without the prior written consent of the Co-Lead Underwriters on behalf of the Underwriters, such consent not to be unreasonably withheld, or subject to certain other limited exceptions as contained in the lock-up agreements.

As a result of the various voluntary lock-up agreements in addition to other resale restrictions imposed under securities laws (NP 46-201 escrow and TSXV seed resale restrictions) as at the date of the Prospectus, approximately 59.4% of the 8,766,367 Common Shares currently issued and outstanding prior to completion of the Offering, on a non-diluted basis, will be subject to restrictions on transfer for varying time periods following the Closing Date. However, after giving effect to the deemed exercise of the Special Warrants and pursuant to the various applicable release schedules, it is anticipated that approximately 1,859,330 Common Shares (18.9% of the Common Shares on the Listing Date) will be released and freely tradeable as of the Listing Date, resulting in approximately 4,408,998 Common Shares (44.9% of the Common Shares on the Listing Date) remaining subject to some form of escrow period, lock-up period or resale restriction on the Listing Date. The foregoing assumes, in all instances that the TSXV Policy 5.4 seed share resale restrictions will not be applicable.

Form of Offering: Initial public offering by way of a long form prospectus filed in all provinces of Canada. Private placement to US Qualified Institutional Buyers into the U.S. via Rule 144A and internationally as permitted.

Eligibility: RRSPs, RESPs, RRIFs, RDSPSs, TFSAs and DPSPs. Listing: The Company has applied to list the Offered Shares on the TSX Venture Exchange (the “TSX-V”) under the symbol “EVGN”. Listing is subject to approval by the TSX-V in accordance with its initial listing requirements.

Joint- Desjardins Capital Markets, Clarus Securities and RBC Capital Markets Bookrunners: Underwriters’ 6.0% cash fee. A reduced cash fee of 3% will be paid with respect to Offered Shares sold to purchasers from the President’s Fee: List. Pricing Date: Expected the week of May 10, 2021 Closing Date: Expected the week of May 17, 2021

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