EverGen Infrastructure Corp. — Interim / Quarterly Report 2024

Nov 21, 2024

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Management’s Discussion and Analysis For the three and nine months ended September 30, 2024

Dated November 20, 2024

EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

BASIS OF PRESENTATION

EverGen Infrastructure Corp. (“EverGen”, “the Company”, “we”, “our”, “us” or “its”) has prepared this Management’s Discussion and Analysis (“MD&A”) for the three and nine months ended September 30, 2024, as at November 20, 2024, in accordance with National Instrument 51-102F1, and should be read in conjunction with the Company’s unaudited interim consolidated financial statements for the three and nine months ended September 30, 2024, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards”). All references to “$” are references to Canadian dollars and are presented in thousands of dollars, unless otherwise indicated. This MD&A and the unaudited interim consolidated financial statements of EverGen have been approved by the Audit Committee of the Board of Directors as of November 20, 2024.

Additional information relating to the Company, including our Annual Information Form dated April 22, 2024 (“AIF”), is available on SEDAR+ at www.sedarplus.ca. The Company’s common shares trade on the TSX Venture Exchange (“TSXV”) under the symbol “EVGN” and the OTCQX Market (“OTCQX”) under the symbol “EVGIF”.

FINANCIAL AND OPERATIONAL HIGHLIGHTS SUMMARY

		Three months ended	Three months ended	Three months ended		Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	$ Change	% Change	Sep 30, 2024	Sep 30, 2023	$ Change	% Change
FINANCIAL Revenue Net income (loss) Net income (loss) per share ($), basic and diluted EBITDA(1) Adjusted EBITDA(1) Total assets Total long-term liabilities Cash and cash equivalents Workingcapital surplus	3,598 (472) (0.02) 1,227 983 91,643 28,081 596 484	2,287 (1,091) (0.08) (440) 382 92,280 27,640 1,642 325	1,311 619 0.06 1,667 601 (637) 441 (1,046) 159	57 (57) (73) (379) 157 (1) 2 (64) 49	11,063 (2,673) (0.17) 2,410 2,758 91,643 28,081 596 484	6,128 (2,978) (0.20) (1,015) 782 92,281 27,640 1,642 325	4,935 305 0.03 3,425 1,976 (638) 441 (1,046) 159	81 (10) (13) (337) 253 (1) 2 (64) 49
COMMON SHARES (thousands) Outstanding, end of period Weighted average – basic and diluted	14,002 13,995	13,885 13,851	117 144	1 1	14,002 13,945	13,885 13,839	117 106	1 1
OPERATING RNG (gigajoules) Incoming organic feedstock (tonnes) Organic compost and soil sales (yards) Electricity (MWh)	40,674 25,555 9,771 1,057	24,657 18,983 10,425 717	16,017 6,572 (654) 340	65 35 (6) 47	118,333 74,188 23,692 2,819	39,965 57,840 22,303 2,447	78,368 16,348 1,389 372	196 28 6 15
(1) Non-GAAP measure as defined in the Non-GAAP mea			sures section of this MD&A.

Revenue: For the three and nine months ended September 30, 2024, revenues increased by $1,311, or 57%, and $4,935, or 81%, respectively, compared to the same periods last year, primarily due to increased Renewable Natural Gas (“RNG”) production and associated revenues from the completion of the Fraser Valley Biogas Ltd. (“FVB”) RNG expansion project in Q4-2023 and the commencement of RNG production at Grow the Energy Circle Ltd. (“GrowTEC”) in late Q2-2023, increased tipping fees following the commencement of operations at Prairie Sky Organics Ltd. (“PSO”) in Q3-2023 and increased pricing at Pacific Coast Renewables (“PCR”), and increased carbon credit revenue earned related to production at

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

the FVB and GrowTEC RNG facilities. Revenues for the three and nine months ended September 30, 2024, also includes management fees earned from Project Radius related to the development of the project.

Net loss: For the three and nine months ended September 30, 2024, net loss decreased by $619, or 57%, and $305, or 10%, respectively, compared to the same periods last year, due to an increase in revenues and an increase in contingent consideration gain associated with the GrowTEC acquisition and a decrease in general and administrative expenses partially offset by an increase in depreciation and amortization expense and finance costs related to the investments made into the FVB RNG facility, an increase in utility costs related to the increase in RNG production, an increase in equity-accounted loss associated with developments costs for Project Radius, and a loss on a write-down of assets held for sale during the nine months ended September 30, 2024.

Adjusted EBITDA: For the three months ended September 30, 2024, adjusted EBITDA increased by $601, or 157%, compared to the same period last year, primarily due an increase in revenues and a decrease in recurring general and administrative expenses, partially offset by a less than proportionate increase in production related direct operating costs.

For the nine months ended September 30, 2024, adjusted EBITDA increased by $1,976 or 253%, compared to the same period last year, primarily due an increase in revenues, partially offset by a less than proportionate increase in production related direct operating costs and recurring general and administrative expenses and an increase in an equity-accounted loss associated with Project Radius.

RNG Volumes: RNG production increased during the three and nine months ended September 30, 2024, compared to the same period last year, following the completion of the FVB RNG expansion project in December 2023 and first injection of RNG at GrowTEC in late Q2 2023. In September 2024, FVB set a new monthly RNG production record of 11,186 gigajoules and in October 2024, FVB set a new daily RNG production record of 640 gigajoules in a day.

RNG expansion and development projects: EverGen continues to progress on its core RNG expansion and development projects and regional expansion across Canada.

FVB

FVB continues to ramp up production and set new record daily and monthly RNG production following the successful completion of the FVB RNG expansion project in December 2023 . In June 2024, EverGen announced the execution of a 20-year offtake agreement with FortisBC Energy Inc and a longterm feedstock supply agreement with a waste disposal consolidator. Once the facility is fully rampedup, RNG production is expected to exceed initial expectations of ~160,000 gigajoules of RNG per year. The project was completed for an all-in cost of approximately $13 million.

GrowTEC

In July 2022, EverGen completed the acquisition of a 67% interest in GrowTEC and subsequently entered into construction on the first phase of an RNG expansion project designed to produce ~70,000 gigajoules of RNG per year. Construction and successful commissioning of this project was completed in Q1 2023. First injection of RNG occurred during Q2 2023 , following utility grid connection upon completion of gas quality sampling, and the facility has been producing volumes of up to 220 gigajoules per day. In November 2023, GrowTEC announced that it had entered into a 10-year RNG offtake agreement with Irving Oil Ltd to supply up to 60,000 gigajoules of RNG per year, which provides for significant upside through revenue sharing opportunities and in September 2024, GrowTEC commenced supplying RNG to FortisBC Energy under a 20-year offtake agreement . With the first phase of development complete, EverGen is moving into the next phase of the project. The second phase expands RNG capacity through the addition of preprocessing and depackaging equipment to broaden the range of organic waste the facility can process and is expected to increase production to ~120,000 gigajoules of RNG per year. In October 2024, GrowTEC was awarded up to $2 million of funding from

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

the Government of Canada to support the development of the second phase of the RNG expansion project, which is expected to commence construction in early-2025.

PSO

In September 2023, EverGen announced that is had entered into a 10-year agreement with the City of Regina to process all of the organic waste pursuant to the City’s Food and Yard Waste program, which is expected to provide up to 24,000 tonnes of organic waste annually . The agreement provides access to a new market, and an opportunity to consolidate various streams of available organic waste in the region that are currently being sent to landfill. PSO will accept waste at a temporary site at the City of Regina’s Landfill, as potential permanent sites are being evaluated. In connection with the development of a permanent site, PSO secured a $7 million term loan to support the construction of an organics processing facility.

PCR

The RNG expansion project at Pacific Coast Renewables is expected to add RNG production of up to ~180,000 gigajoules per year. During the second quarter of 2023, EverGen was awarded funding of $10.5 million from Natural Resources Canada to support the development of the PCR RNG expansion project and a contribution agreement was executed in February 2024. During 2023, EverGen completed upgrades to existing infrastructure, necessary to secure regulatory approvals and optimize the development and construction. The RNG expansion project is currently undergoing development and is expected to commence construction following the receipt of regulatory approvals. In November 2023, EverGen announced the renewed organic waste processing contract with the City of Abbotsford.

Project Radius

In May 2022, EverGen acquired a 50% interest in Project Radius , which is a late-development-stage portfolio of three high-quality, on-farm RNG projects in Ontario. Collectively the projects are capable of producing ~1.7 million gigajoules of RNG per year, with the first project expected to start construction during early-2025.

Financing

In January 2024, EverGen, through GrowTEC, signed a definitive agreement with Farm Credit Canada (“FCC”) for a $3.5 million term loan to support the expansion of the GrowTEC facility (the “GrowTEC Loan”), including the procurement of depackaging equipment and front-end engineering and design work associated with the second phase of the RNG expansion project. EverGen made a drawdown of $3.3 million under this facility in early-2024.

In October 2024, EverGen, through GrowTEC, was awarded up to $2 million in funding from Agriculture and Agri-Food Canada, which provides for 40% of capital expenditures in the form of a non-repayable contribution. As at September 30, 2024, GrowTEC has incurred approximately $1.8 million of expected eligible capital expenditure under the program.

COMPANY OVERVIEW

EverGen, headquartered in Vancouver, British Columbia, is a sustainable infrastructure platform established to acquire, develop, build, own, operate, and consolidate a portfolio of RNG, waste to energy, and related infrastructure projects in Canada and other regions of North America.

EverGen commenced operations upon incorporation under the laws of British Columbia, Canada, on May 13, 2020.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

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EverGen currently owns and operates five facilities through its subsidiaries: PCR, Sea to Sky Soils and Composting Inc. (“SSS”), PSO, FVB and GrowTEC, and holds a 50% interest in Project Radius.

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FVB is British Columbia’s first RNG facility, which combines anaerobic digestion and biogas upgrading to produce RNG, primarily by converting agricultural waste from local dairy farms. The facility is currently operating under a new 20-year offtake agreement with FortisBC. In December 2023, the RNG expansion project at FVB was completed, which added additional RNG production capacity to the facility and is expected to exceed ~160,000 gigajoules of production per year, more than doubling RNG production from ~80,000 gigajoules per year. Following the completion of the project, the FVB facility has been producing daily volumes of up to 640 gigajoules.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

PCR and SSS, based in British Columbia, and PSO, based in Saskatchewan, are currently operating as organic waste conversion facilities, which process inbound organics, yard waste and biosolids for a contracted tipping fee and produce high-quality organic compost and soils for farmers, gardeners and developers. PCR is undergoing a planned core RNG expansion project, which will add anaerobic digestion capabilities to produce biogas and will then be upgraded to RNG to feed into FortisBC’s gas network. The expansion is expected to produce up to ~180,000 gigajoules of RNG per year. Construction of the upgrade will begin upon receipt of building and regulatory approvals, which applications were submitted during 2023. During the second quarter of 2023, EverGen was awarded funding of $10.5 million from Natural Resources Canada to support the development of the core RNG expansion project at PCR and the contribution agreement was executed in February 2024. The majority of the revenue currently earned by the organic waste conversion facilities is sourced under long-term contracts with local municipalities and in November 2023 EverGen announced the renewed organic waste processing contract with the City of Abbotsford.

GrowTEC is an operating RNG facility located in Lethbridge, Alberta. Following the acquisition of a 67% interest in the facility in Q3 2022, EverGen oversaw the installation of an RNG upgrader, and related equipment, required to upgrade biogas to produce RNG. The first phase of development was constructed and commissioned during the first quarter of 2023 and is expected to produce ~70,000 gigajoules of RNG annually. Following utility grid connection upon the completion of gas quality sampling, the facility began injecting RNG during the second quarter of 2023 and has been producing daily volumes of up to 220 gigajoules. With the first phase of development complete, EverGen expects to move into the next phase of the project. The project expands RNG capacity through the addition of preprocessing and depackaging equipment, to broaden the range of organic waste the facility can process, and is expected to increase production capacity to ~120,000 gigajoules of RNG per year. In October 2024, EverGen was awarded up to $2 million of funding from the Government of Canada to support the development of the second phase of the expansion project.

In May 2022, EverGen acquired a 50% interest in Project Radius, a late-development stage portfolio of three high-quality, on-farm RNG projects, each capable of producing approximately 550,000 gigajoules of RNG per year and the first project is expected to commence construction in early-2025. EverGen is currently working with its partner on developing Project Radius to advance the projects to the notice-toproceed phase of development.

COMMERCIAL STRATEGY

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EverGen was formed to acquire and develop existing underutilized RNG infrastructure, convert existing organic waste facilities into RNG infrastructure and build and operate new RNG infrastructure. From its

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

existing platform, EverGen plans to further grow and develop RNG projects in its growth pipeline and provide RNG under long-term offtake contracts to FortisBC and other investment grade customers.

EverGen’s purpose is to contribute to the circular economy, promoting socially conscious business models for waste recycling while providing sustainable returns for the planet by using its platform of investments and operational excellence to drive rapid RNG adoption and grid conversion in addition to:

• Completing the development and construction of EverGen’s existing portfolio of core RNG expansion projects;

• Optimizing, diversifying and expanding existing organic waste processing capabilities;

• Continuing the growth of EverGen’s project portfolio via strategic acquisitions and consolidation opportunities; and

• Developing strategic partnerships and advancing the RNG project pipeline.

OUTLOOK

The development of our core RNG expansion and development projects, as described above, demonstrates EverGen’s ability to execute on projects and drive the consolidation and the growth of the RNG industry as we continue to expand our geographical base. EverGen plans continued growth through the pursuit of RNG consolidation opportunities across North America and the further development of projects within its pipeline. This is driven by underlying investments in sustainable operations that contribute to carbon-negative energy production, and positively impact climate change initiatives.

EverGen’s growth, and increased financial performance, relies on the execution of its strategy to acquire, develop, build, own, operate and consolidate a portfolio of RNG, waste to energy and related sustainable infrastructure projects, including:

• Continuing development and construction of EverGen’s existing portfolio of core RNG expansion projects;

• Optimizing and expanding existing organic waste processing facilities and RNG feedstock;

• Securing and optimizing long-term contracts for RNG offtake and feedstock to provide stable longterm low-risk cash flows;

• Securing municipal feedstock agreements through developed partnerships and vertically integrated operations;

• Diversifying feedstock suppliers to de-risk inbound revenue streams;

• Integrating talent, systems and processes across our projects to create efficiencies and best-inclass operations; and

• Continuing the growth of the project portfolio via the development of our project pipeline through strategic acquisitions and consolidation opportunities.

During the remainder of 2024, EverGen expects to continue to develop its core RNG expansion and development projects through maximizing the production output at FVB and reaching final investment decisions at PCR, the second phase of GrowTEC, and Project Radius, as well as continuing to develop and grow our project portfolio.

We believe that EverGen is uniquely positioned to capitalize on expansion prospects in the RNG market and that the RNG industry is set to grow rapidly over the next several decades based on increased availability of feedstock through population growth and landfill diversion measures, and increased customer demand for lower carbon energy alternatives. We believe that there is growing societal expectations of carbon neutral and circular economy solutions and there is increasing government support for these initiatives.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

Executing strategic and accretive acquisitions

EverGen’s ability to identify and develop projects in our project pipeline, and then execute and integrate these projects as accretive acquisitions into EverGen’s platform is a key driver of our growth. Our growth is focused on realizing consolidation opportunities and achieving synergies in cost and margins through the operation and expansion of facilities under a unified business platform. The identification and development of projects, followed by the execution of acquisitions and consolidation opportunities, as well as their integration into a common operating platform with shared services and efficiency optimizations, is a key factor to our success. The successful execution and integration of acquisitions creates further opportunities within the market to EverGen, provides us with additional growth opportunities and drives further procurement and cost synergies across our operations.

1 Source: Biogas World

Driving cost efficiencies

Our high-value services and high-quality products through strategically located facilities provide a foundation to continue to identify and develop projects in our pipeline, consolidate growth and realize operational and capital efficiencies. To do so, we have been investing in a scalable platform and capabilities. This investment is the basis to realize future operational and capital efficiencies and further enhance our competitive position on top of our existing strong competitive position currently supported by asset management discipline, investment in sustainable infrastructure and collaborative stakeholder relationships. EverGen’s continued success depends upon our ability to leverage our scalable network and platform to build relationships with municipal, commercial and utility customers, realize operational and capital efficiencies, and extract procurement and cost synergies.

Building collaborations

EverGen’s collaborative approach accelerates growth and extends our execution capabilities across our value chain and supply chain. Key relationships with local developers, First Nations and other stakeholders provide access to projects and leverages our capabilities in sourcing new organic waste streams and extending our business model to fulfill societal and customer expectations of waste recycling and waste to energy production combined with reduced greenhouse gas emissions.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

EverGen was established for the purpose of contributing to a circular economy in waste recycling and waste to energy production through sourcing, operating and developing sustainable infrastructure and fulfilling our ESG values.

For full details on EverGen’s ESG values and reporting, please refer to the Company’s AIF dated April 22, 2024 (see section entitled “Social/Environmental Policies”), which is available on SEDAR+ at www.sedarplus.ca.

EverGen is proactively engaged with local businesses, such as restaurants and food and beverage producers and distributors, to advance socially conscious commerce and create mutually beneficial and socially responsible alternatives to traditional waste disposal to achieve a reduced carbon footprint. These potential new relationships represent a significant area of growth and diversification from EverGen’s

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

existing customer base and provides the opportunity for market expansion while fulfilling society’s expectations of directing organic waste for recycling and the production of renewable energy.

RESULTS OF OPERATIONS

Revenue

Revenue is generated primarily through contracted RNG sales, tipping fees charged to municipalities and other customers for the disposal of organic waste at EverGen’s facilities, from the sale of high-quality organic compost and soils, from electricity sales, from carbon credit sales and from the provision of management services.

RNG and electricity sales are all attributable to EverGen’s RNG production operating segment. The majority of tipping fees are included in EverGen’s organic waste and composting operating segment, with only a nominal amount included in the RNG production operating segment. Organic compost sales and soil sales are all attributable to EverGen’s organic waste and composting operating segment. The majority of carbon credit sales are included in EverGen’s RNG production operating segment. The Company’s revenue is exposed to fluctuations because of the inherent seasonality of organic waste processing and the sale of organic compost and soil, which is typically lower during winter months.

Revenue by source:

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
RNG sales Tipping fees Organic compost and soil sales Electricity sales Carbon credit sales Other	1,078 1,750 132 51 258 329	571 1,371 210 135 - -	89 28 (37) (62) 100 100	3,325 5,342 480 198 726 992	908 4,207 548 465 - -	266 27 (12) (57) 100 100
Total	3,598	2,287	57	11,063	6,128	81

Production volumes:

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
RNG (gigajoules) Incoming organic feedstock (tonnes) Organic compost and soil sales (yards) Electricity (MWh)	40,674 25,555 9,771 1,057	24,657 18,983 10,425 717	65 35 (6) 47	118,333 74,188 23,692 2,819	39,965 57,840 22,303 2,447	196 28 6 15

Revenues from RNG production increased by $507, or 89%, and $2,417, or 266%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods last year, primarily due to increased production associated with the completion of the FVB RNG expansion project in December 2023 and the commencement of RNG production at GrowTEC in June 2023.

Revenues from tipping fees increased by $379, or 28%, and $1,135, or 27%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods last year, primarily due to increased volumes of incoming feedstock due to the commencement of operations at PSO in September 2023 and an increase in pricing at PCR.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

Revenues from electricity sales decreased by $84, or 62%, and $267 or 57% for the three and nine months ended September 30, 2024, respectively, compared to the same periods last year, primarily due to a decrease in spot electricity prices.

Revenues from carbon credit sales increased by $258 and $726 for the three and nine months ended September 30, 2024, respectively, compared to the same periods last year primarily due to the recognition of carbon credits sold at the FVB and GrowTEC RNG facilities.

Revenues from other sources mainly relates to management fees charged to Project Radius for the development of the project during the three and nine months ended September 30, 2024.

Revenue by segment:

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
RNG production Organic waste and composting	1,778 1,820	766 1,521	132 20	5,432 5,631	1,572 4,556	246 24
Total	3,598	2,287	57	11,063	6,128	81

Direct operating costs

Direct operating costs are costs incurred to earn revenue and comprise all attributable expenses, including but not limited to labour, fuel and freight charges, disposal costs, repairs and maintenance, equipment rental, insurance, utilities, and depreciation and amortization expenses. EverGen’s direct operating costs are exposed to fluctuations because of seasonal weather and the related fluctuations in volumes processed.

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
Direct operatingcosts	3,219	2,668	21	9,914	7,211	37

Direct operating costs increased by $551, or 21%, and $2,703, or 37%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods last year, all less proportionately to the increase in revenues and primarily due to an increase in depreciation and amortization associated with the investment into the completion of the FVB RNG expansion project and the acquisition of property, plant and equipment and right-of-use assets through Q3 2024, an increase in utility costs associated with an increase in RNG production at FVB, the commencement of RNG production at GrowTEC in June 2023 and the commencement of operations at PSO in September 2023.

General and administrative expenses

General and administrative expenses consist primarily of head office personnel costs, share-based compensation, professional and consulting fees and other general and administrative expenses.

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
General and administrative expenses	853	1,338	(36)	3,234	3,564	(9)

General and administrative expenses decreased by $485, or 36%, for the three months ended September 30, 2024, compared to the same period last year, despite increased operating and development activities. The decrease in costs primarily relates to lower wages and salaries costs due to 2023 costs including oneoff severance costs incurred during the three months ended September 2023.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

General and administrative expenses decreased by $330, or 9%, for the nine months ended September 30, 2024, compared to the same periods last year, despite increased operating and development activities. The decrease was primarily due to a decrease in business development and consulting fees mainly due to the internal transfer of previously outsourced services.

Finance costs

EverGen’s finance costs primarily relate to interest expense recognized on loans payable and the associated interest expense on lease liabilities, which were used to finance the growth in the Company’s asset base.

	Three months ended	Three months ended	Three months ended	Nine	months ended	months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
Interest expense on loans payable Interest expense on loans payable - related parties Interest expense on lease liabilities Other	411 25 162 65	349 7 140 44	18 257 16 48	1,245 75 493 147	606 14 376 36	105 436 31 308
Subtotal Less: capitalized interest	663 -	540 (296)	23 (100)	1,960 -	1,032 (338)	90 (100)
Total	663	244	172	1,960	694	182

Finance costs increased by $419, or 172%, and $1,266, or 182%, for the three and nine months ended September 30, 2024, respectively, compared to the same periods last year, primarily due to the completion of the FVB RNG expansion project in late-2023 and the associated reduction in interest capitalized to the project, an increase in total borrowings and increase in interest rates on such borrowings and new leases entered into through Q3-2024 to support growth.

Equity-accounted loss

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
Equity-accounted loss	(110)	(45)	144	(430)	(81)	431

Equity accounted loss increased by $65 and $349 for the three and nine months ended September 30, 2024, respectively, compared to the same periods last year, primarily due to development fees charged to Project Radius.

Contingent consideration gain

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
Contingent considerationgain	826	-	100	1,500	90	1,567

A contingent consideration gain of $826 and $1,500 was recognized during the three and nine months ended September 30, 2024, respectively, as a result of adjustments of the liability relating to amounts payable in connection with the acquisition of GrowTEC, taking into account the probability and estimated timing of the settlement of the liability. As at September 30. 2024 the contingent consideration related to the acquisition of GrowTEC was remeasured at $nil as the achievement of certain operational milestones associated with the second phase of development of the RNG facility upon acquisition are not expected to be met.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

Other (expense) income – net

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
Insurance proceeds Other	- (175)	51 345	(100) (151)	209 288	446 556	(53) (88)
Total	(175)	396	(144)	275	1,002	(73)

Other (expense) income - net decreased during the three and nine months ended September 30, 2024, compared to the same period last year, primarily due to a decrease in non-recurring and legacy items which included the recognition of insurance proceeds during the nine months ended September 30, 2024, and a write-off of legacy carbon credits during the three and nine months ended September 30, 2024, associated with the acquisition of PCR, due to closure of the carbon credit marketplace on which the credits were listed and the expected inability to continue to market these credits.

Income taxes

Income taxes consist of current and deferred income taxes.

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
Current tax expense Deferred tax recovery	- (124)	18 (539)	(100) (77)	- (534)	18 (1,370)	(100) (61)
Total	(124)	(521)	(76)	(534)	(1,352)	(61)

The decrease in the income tax recovery for the three and nine months ended September 30, 2024, compared to the same periods last year, is primarily due to a decrease in taxable net loss.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

EBITDA and Adjusted EBITDA[(1)]

Management considers EBITDA and adjusted EBITDA key metrics in analyzing operational performance and the Company’s ability to generate cash flow. EBITDA is defined as net income (loss) before interest, tax, depreciation and amortization (“EBITDA”). Consolidated adjusted EBITDA is measured as EBITDA adjusted for share-based payment expense, certain other non-cash items, contingent consideration gains and losses and unusual or non-recurring items and Adjusted EBITDA is Consolidated adjusted EBITDA adjusted for the non-controlling interest. EBITDA and Adjusted EBITDA are non-GAAP measures as defined in the non-GAAP measures section of this MD&A.

	Three months	Three months	ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
Net income (loss) Tax recovery Depreciation and amortization Finance costs	(472) (124) 1,160 663	(1,091) (521) 928 244	(57) (76) 25 172	(2,673) (534) 3,657 1,960	(2,978) (1,352) 2,621 694	(10) (61) 40 182
EBITDA(1)	1,227	(440)	(379)	2,410	(1,015)	(337)
Share-based payment expense Non-recurring general and administrative expenses and other Contingent consideration (gain) Loss on write-down of assets Loss on sale of assets Non-recurring general and administrative expenses and other related to equity-accounted investment	131 290 (826) - - 76	195 622 - - - 18	(33) (53) 100 100 100 319	617 514 (1,500) 352 155 139	561 1,236 (90) - - 50	10 (58) 1,567 100 100 177
Consolidated adjusted EBITDA(1)	898	395	127	2,687	742	262
Adjusted EBITDA attributable to non-controllinginterest	85	(13)	(753)	71	40	77
Adjusted EBITDA(1)	983	382	157	2,758	782	253

(1) Non-GAAP measure as defined in the Non-GAAP measures section of this MD&A.

EverGen’s EBITDA increased by $1,667 for the three months ended September 30, 2024, compared to the same period last year, primarily due to an increase in revenues, as described above, a contingent consideration gain and a decrease in recurring general and administrative expenses, as described above, partially offset by a less than proportionate to revenue increase in associated production related direct operating expenses.

EverGen’s EBITDA increased by $3,425 for the nine months ended September 30, 2024, compared to the same period last year, primarily due to an increase in revenues, as described above, an increase in contingent consideration gain compared to prior period and a decrease in recurring general administrative expenses, as described above, partially offset by a less than proportionate to revenue increase in associated production related direct operating expenses and an equity-accounted loss, both described above, and a loss on write-down of assets and loss on sale of assets during the nine months ended September 30, 2024.

EverGen’s Adjusted EBITDA of $983, increased by $601, or 157%, for the three months ended September 30, 2024, compared to the same period last year, primarily due an increase in revenues, as described above and a decrease in recurring general and administrative expenses, partially offset by a less than proportionate to revenue increase in production related direct operating costs.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

EverGen’s Adjusted EBITDA of $2,758, increased by $1,976, or 253%, for the nine months ended September 30, 2024, compared to the same period last year, primarily due an increase in revenues, as described above, partially offset by a less than proportionate to revenue increase in associated production related direct operating costs and recurring general and administrative expenses and an increase in an equity-accounted loss associated with Project Radius.

SUPPLEMENTAL QUARTERLY INFORMATION

		2024			2023	2023		2022
	Sep 30	Jun 30	Mar 31	Dec 31	Sep 30	June 30	Mar 31	Dec 31
	Q3	Q2	Q1	Q4	Q3	Q2	Q1	Q4
FINANCIAL
Revenue	3,598	4,238	3,227	2,314	2,287	2,158	1,683	1,716
Net (loss) income	(472)	(875)	(1,326)	(1,765)	(1,091)	(891)	(996)	(1,526)
Net (loss) income per share ($),
basic and diluted	(0.02)	(0.05)	(0.10)	(0.12)	(0.08)	(0.06)	(0.07)	(0.11)
EBITDA(1)	1,227	966	217	(705)	(440)	(387)	(188)	(914)
Adjusted EBITDA(1)	983	1,122	654	(9)	382	382	18	274
Total assets	91,643	93,828	94,241	93,534	92,280	94,814	88,216	85,956
Total long-term liabilities	28,082	29,321	30,255	28,001	27,640	28,214	18,749	17,463
Workingcapital surplus(deficit)(1)	484	994	(1,064)	(3,558)	325	6,997	1,143	6,125
COMMON SHARES (thousands)
Outstanding, end of period	14,002	13,979	13,918	13,897	13,885	13,845	13,845	13,809
Weighted average – basic & diluted	13,995	13,947	13,905	13,890	13,851	13,845	13,820	13,847
OPERATING
RNG sales (gigajoules)	40,674	42,219	35,440	22,926	24,657	6,442	8.866	10,847
Incoming organic feedstock
(tonnes)	25,555	30,647	17,786	22,768	18,983	20,955	17,902	16,972
Organic compost and soil sales
(yards)	9,771	11,742	2,179	4,763	10,425	10,365	894	6,575
Electricity (MWh)	1,057	911	851	669	717	920	810	572

(1) Non-GAAP measure as defined in the Non-GAAP measures section of this MD&A.

The Company’s revenue is exposed to fluctuations as a result of the inherent seasonality of organic waste processing and the sale of organic compost and soil. As a result, the Company typically sees higher revenues, net income, EBITDA and Adjusted EBITDA during Q2 and Q3 of a given year, when compared to Q1 and Q4, due to higher incoming organic feedstock and organic compost and soil sales during these periods.

During Q4 2022 and Q1 through Q4 of 2023, FVB RNG production volumes were impacted from planned downtime, with the facility being offline as part of the core RNG expansion project, and unplanned downtime due to equipment availability and installation. RNG production increased following the completion of the FVB RNG expansion project in December 2023 and first injection of RNG at GrowTEC in late Q2 2023.

LIQUIDITY AND CAPITAL RESOURCES

	September 30, 2024	December 31, 2023	% Change
Cash and cash equivalents Workingcapital surplus(deficit) (1)	596 484	585 (3,558)	2 (114)

(1) Non-GAAP measure as defined in the Non-GAAP measures section of this MD&A.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

We consider our capital to consist of shareholders’ equity and debt (including lease liabilities) less cash and cash equivalents. The Company’s objective when managing capital is to maintain adequate levels of funding to support the growth and development of its business and maintain the necessary corporate and administrative functions to facilitate these activities. The Company actively monitors its capital and operational spending activities to ensure that it can meet its future anticipated obligations incurred from normal ongoing operations, which may require the Company to adjust its capital structure. To maintain or adjust its capital structure, the Company may issue additional common shares, repay existing debt, seek additional debt financing or adjust its spending or capital expenditures. There is no assurance that any of these will be on acceptable terms to EverGen.

EverGen’s working capital has improved to a surplus as at September 30, 2024, compared to a deficit as at December 31, 2023. This is primarily due to an increase in accounts receivable associated with increased revenues, as described above, an increase in assets held for sale relating to assets identified by EverGen as surplus to the operations of the Company, which are being actively marketed, and a decrease in accounts payable and accrued liabilities due to the timing of payments, partially offset by an increase in the current portion of loans payable as amounts become due. EverGen expects that it may need to obtain additional sources of financing, in addition to amounts generated from operations, to meet its obligations and commitments, as well as minimum liquidity requirements under its financial covenants. Additional potential sources of financing that EverGen is actively pursuing or may consider pursuing, include: issuing equity, entering into new debt facilities, borrowing additional amounts under existing facilities, the refinancing or extension of certain borrowings, selling certain assets and seeking joint venture partners for EverGen’s business interests. EverGen is actively pursuing or may pursue the financing initiatives described above, certain of which have been completed during the nine months ended September 30, 2024, and others which it considers probable of completion based on EverGen’s assessment of current conditions and estimated future conditions. EverGen is in various stages of progression on these matters. As at September 30 2024, EverGen was committed to $3.5 million of future capital expenditure, primarily related to the RNG expansion project at PCR. These commitments are expected to be funded by existing liquidity, expected future operating cash flows, additional sources of financing already secured and grant proceeds.

Share capital

The Company had the following outstanding common shares and equity instruments as at September 30, 2024 and December 31, 2023:

(thousands)	September 30, 2024	December 31, 2023	% Change
Common shares Options Performance share units Restricted share units Deferred share units	14,002 617 430 285 67	13,897 335 430 214 28	1 84 - 33 139
Total outstandingsecurities	15,401	14,904	3

A description of EverGen’s equity instruments can be found in Note 15 to the consolidated financial statements for the year ended December 31, 2023.

As of the date of this MD&A, the following equity instruments were outstanding:

(thousands)
Common shares Options Performance share units Restricted share units Deferred share units	14,020 617 430 260 67
Total outstandingsecurities	15,394
	15

EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

Summary of Cash Flows

	Nine months ended	Nine months ended	%
	September 30, 2024	September 30, 2023	Change
Net operating cash flow Net investing cash flow Net financingcash flow	2,955 (3,405) 461	(948) (13,725) 7,463	(412) (75) (94)
Total	11	(7,210)	(100)

The Company’s net operating cash flows increased for the nine months ended September 30, 2024, compared to the same period last year, primarily due to an increase in revenues, as described above, partially offset by a less than proportionate associated increase in production related direct operating costs and the timing of changes in non-cash working capital.

EverGen has continued its focus on the investment into its facilities for the nine months ended September 30, 2024, with cash used in investing activities associated with property, plant and equipment expenditures relating to the Company’s core RNG expansion projects at GrowTEC, FVB and PCR. Pursuant to its core RNG expansion projects at the facilities, which upon completion are expected to significantly increase EverGen’s RNG production, net income and EBITDA, EverGen completed purchasing capital assets related to the FVB core RNG expansion project. During the nine months ended September 30, 2024, EverGen made a capital contribution to Project Radius of $500, following the repayment of the loan principal advanced to Project Radius in the prior year.

Cash used in investing activities for the nine months ended September 30, 2023, primarily related to property, plant and equipment expenditures associated with the Company’s core RNG expansion projects at GrowTEC, PCR and FVB and capital improvements at PCR. Additionally, during the year ended December 31, 2023, a contingent consideration payment was made in relation to the Company’s acquisition of a 67% interest in GrowTEC and EverGen advanced a loan to Project Radius of $500, which was repaid to EverGen in July 2024.

Cash provided by financing activities for the nine months ended September 30, 2024, decreased compared to the same period last year primarily due to the drawdown of a term loan facility used to support the upgrade and construction of the FVB RNG facility, advances from related parties during the nine months ended September 30, 2023 and an increase in lease and interest payments during the nine months ended September 30, 2024 associated with financing growth across the Company, partially offset by cash used as collateral for a letter of credit related to GrowTEC during the nine months ended September 30, 2023 and the drawdown of the GrowTEC Loan during the nine months ended September 30, 2024.

ACCOUNTING STANDARDS, CHANGES AND PRONOUNCEMENTS

The Company’s material accounting policies are included in Note 3 to the Company’s annual financial statements for the year ended December 31, 2023. The Company did not adopt any new material accounting policies in the current period and there are no new or amended accounting standards or interpretations issued during the nine months ended September 30, 2024, that are expected to have a material impact on the Company’s financial statements.

CRITICAL ACCOUNTING ESTIMATES, JUDGMENTS AND ASSUMPTIONS

The preparation of financial statements requires management to make certain judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from those estimates as the estimation process is inherently uncertain. Estimates are reviewed on an ongoing basis based on historical experience and other factors that are considered to be relevant in the circumstances. Revisions to estimates and the resulting effects on the carrying amounts of the Company’s assets and liabilities are accounted for prospectively.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

The Company’s uses of estimates, judgements and assumptions are included in Note 2 to the Company’s annual consolidated financial statements for the year ended December 31, 2023. There have been no significant changes to the Company’s critical accounting estimates, judgments and assumptions during the three and nine months ended September 30, 2024.

MANAGEMENTS REPORT ON INTERNAL CONTROLS

Management is responsible for the preparation and integrity of the Company’s financial statements, including the maintenance of appropriate information systems, procedures and internal controls, and to ensure that information used internally or disclosed externally, including the financial statements and MD&A, is complete and reliable. Disclosure controls and procedures should be designed to provide reasonable assurance that information required to be disclosed by the Company is recorded, processed, summarized and reported within the time periods specified under the Canadian securities law.

We have designed disclosure controls and procedures (“DC&P”), as defined in National Instrument 52109 - Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), to provide reasonable assurance that material information is identified and communicated to management, including the Chief Executive Officer and Chief Financial Officer, in a timely manner to allow decisions regarding required disclosures.

We have also designed internal controls over financial reporting (“ICFR”), as defined in NI 52-109, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards.

A control system, including EverGen’s disclosure controls and procedures and ICFR, no matter how well designed, has inherent limitations and can only provide reasonable, not absolute, assurance that the objectives of the control system will be met, and it should not be expected that the disclosure controls and procedures and ICFR will prevent all misstatements and instances of fraud, if any.

During three and nine months ended September 30, 2024, there were no changes in ICFR that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.

EverGen is not required to certify the design and evaluation of the issuer’s DC&P and ICFR and has not completed such an evaluation and inherent limitations on the ability of the certifying officers to design and implement on a cost-effective basis DC&P and ICFR for the issuer may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

RELATED PARTY TRANSACTIONS

Key management compensation

The value of compensation and other fees paid to board of directors and members of executive management of EverGen is included in the table that follows.

	Three months ended	Three months ended	Three months ended	Nine months ended	Nine months ended	Nine months ended
	Sep 30, 2024	Sep 30, 2023	% Change	Sep 30, 2024	Sep 30, 2023	% Change
Salaries and benefits(1) Share-basedpayment expense	183 102	530 141	(65) (28)	549 481	826 484	(34) (1)
Total	285	671	(58)	1,030	1,310	(21)

(1) Includes one-time severance cost incurred during the three and nine months ended September 30, 2023.

Other related party transactions

In July 2022, GrowTEC entered into a lease agreement with related parties to lease the land on which the facility is located for a term of ten years, with the option to extend for an additional two five-year periods, at the option of EverGen. The lease agreement is with entities which are related parties to the minority

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

shareholders of GrowTEC. The lease payments for the initial term are $270 for the first year of the lease and $120 per year for the remaining nine years. During the three and nine months ended September 30, 2024, the Company incurred lease expenses of $30 and $90, respectively, relating to this lease (three and nine months ended September 30, 2023 - $30 and $135, respectively).

Effective April 1, 2023, EverGen entered into a loan agreement with the non-controlling interest holders of a subsidiary of the Company to provide proceeds of $710 to the Company to fund the non-controlling interest holders proportionate share of capital expenditure. The loan was repayable over a five-year term and bears interest at a rate of 4.0%. Effective January 1, 2024, the outstanding balance of this loan of $670 was converted into equity of the subsidiary and the loan agreement was terminated.

Effective December 1, 2023, EverGen entered into a loan agreement with the vendors related to the acquisition of GrowTEC to provide proceeds of $1,000 to EverGen primarily to fund the repayment of amounts owing as contingent consideration related to the acquisition of the 67% interest in GrowTEC in July 2022 and the first phase of development of the RNG expansion. The full outstanding balance of the loan is repayable on January 1, 2026, and bears interest at a rate of 10.0%, which EverGen has the option to pay interest in cash, payment-in-kind, or a combination thereof. During the three and nine months ended September 30, 2024, EverGen incurred interest expenses of $25 and $75, respectively, relating to this loan (2023: - $nil).

OFF BALANCE SHEET ARRANGEMENTS

During 2023, EverGen received a performance service guarantee from Export Development Canada to provide a guarantee on a $1,378 letter of credit issued in relation to GrowTEC, which allowed EverGen to release $1,378 of collateral previously held in relation to the letter of credit.

FINANCIAL INSTRUMENTS

As at September 30, 2024, the Company’s financial instruments consists of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, lease liabilities, loans payable and loans payable – related parties. There have been no significant developments, including the associated risks, in the Company’s financial instruments as included in the Company’s annual consolidated financial statements as at and for the year ended December 31, 2023.

There were no significant changes in the Company’s valuation processes, valuation techniques, and types of inputs used in the fair value measurements during the three and nine months ended September 30, 2024.

RISKS AND UNCERTAINTIES

Risk is inherent in all business activities and cannot be entirely eliminated. EverGen’s business and financial performance, which includes our results of operations and cash flows, are impacted by a number of risks. For full details on the risks and uncertainties affecting EverGen, please refer to the Company’s AIF dated April 22, 2024 (see section entitled “Risk Factors”), which is available on SEDAR+ at www.sedarplus.ca. The risks and uncertainties described in our AIF are not the only ones that we face. Additional risks and uncertainties, including those that we do not currently know of or that we deem immaterial, could materially and adversely affect the Company’s investments, prospects, cash flows, results of operations or financial condition.

EverGen’s management is committed to proactively monitoring, and where possible, mitigating risk. Issues affecting, or with the potential to affect, the Company’s assets, operations and/or reputation, are generally of a strategic nature or are emerging issues that can be identified early and then managed, but occasionally include unforeseen issues that arise unexpectedly and must be managed on an urgent basis. EverGen takes a proactive approach to the identification and management of issues that may affect the Company’s assets, operations and/or reputation and has established consistent and clear policies, procedures, guidelines and responsibilities for issue identification, management and mitigation.

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EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

NON-GAAP MEASUREMENTS

EverGen uses certain financial measures referred to in this MD&A to quantify its results that are not prescribed by IFRS Accounting Standards. The following terms: “EBITDA”, “adjusted EBITDA”, and “working capital surplus (deficit)” are not recognized measures under IFRS Accounting Standards and may not be comparable to that reported by other companies. EverGen believes that, in addition to measures prepared in accordance with IFRS Accounting Standards, these non-GAAP measurements provide useful information to evaluate the Company’s performance and ability to generate cash, profit and meet financial commitments. EverGen calculates these adjustments consistently from period to period.

These non-GAAP measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS Accounting Standards.

EBITDA and Adjusted EBITDA

Management considers EBITDA and adjusted EBITDA key metrics in analyzing operational performance and the Company’s ability to generate cash flow. EBITDA is measured as net income (loss) before interest, tax, depreciation and amortization. Adjusted EBITDA is measured as EBITDA adjusted for share-based payment expense, unusual or non-recurring items, contingent consideration gains and losses, and noncontrolling interests in adjusted EBITDA. A reconciliation of the non-GAAP measures, EBITDA and adjusted EBITDA, to the applicable IFRS Accounting Standards measure can be found under the Results of Operations section of this MD&A.

Working capital surplus (deficit)

Working capital for EverGen is calculated as current assets less current liabilities. The following table provides a reconciliation of working capital, a non-GAAP measure, to the applicable IFRS Accounting Standards measurements for the Company:

(thousands)	September 30, 2024	December 31, 2023	% Change
Current assets Current liabilities	7,780 (7,296)	4,396 (7,954)	77 (8)
Workingcapital surplus(deficit)	484	(3,558)	(114)

FORWARD LOOKING STATEMENTS

Readers are cautioned that this MD&A contains certain forward-looking statements and/or forward-looking information (collectively, “forward looking statements”) within the meaning of applicable securities laws that involve risks, uncertainties and assumptions and relate to the Company’s current expectations as of the date of this MD&A and views of future events. All statements other than statements of present or historical fact are forward-looking statements.

Forward-looking statements can often, but not always, be identified by the use of words such as “forecast”, “target”, “goal”, “may”, “might”, “will”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “indicate”, “seek”, “believe”, “project”, “predict”, or “likely”, or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The Company has based these forward-looking statements on its current expectations and projections about future events and financial trends that it believes might affect its financial condition, results of operations, business strategy and financial needs. In particular, this MD&A contains forward-looking statements including, but not limited to:

• The timing of the completion of the Company’s core RNG expansion projects, as well as the expected capital costs, RNG production, inbound organic feedstock capacity and increase in net income and EBITDA;

• EverGen’s plans to grow and develop RNG facilities and construct a platform of sustainable infrastructure and reduce carbon emissions;

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19

EverGen Infrastructure Corp. Management’s Discussion and Analysis All amounts in Canadian $000s, unless otherwise indicated

• Optimization, diversification and expansion of organic waste processing facilities and RNG feedstock;

• Continued growth through strategic acquisitions and consolidation opportunities;

• Developing strategic partnerships and advancing RNG project pipelines;

• EverGen’s expectation to continue to pursue opportunities within its core markets and across North America;

• The ability to secure and optimize long-term contracts for RNG offtake and feedstock inputs;

• • Continued growth of the feedstock opportunity from municipal and commercial sources and our ability to build relationships with municipal, commercial and utility customers;

• The ability to create efficiencies through the integration of talent, systems and processes across acquired capital;

• The growth of the RNG industry;

• The growth and success of EverGen focussed on realizing consolidation opportunities and achieving synergies in cost and margin;

• That successful acquisitions provide EverGen with additional growth opportunities;

• The ability of EverGen to meet its future anticipated obligations incurred from normal ongoing operations;

• The ability for EverGen to complete certain financing initiatives;

• That funds received under loan facilities will be sufficient to fund the core RNG expansion projects; and

• That EverGen generates sufficient amounts of cash and cash equivalents from operating activities to maintain the current level of operations.

Such statements reflect the current views of EverGen with respect to future events, and are subject to certain risks, uncertainties and assumptions. Many factors could cause EverGen’s actual results, performance or achievements to be materially different from any expected future results, performance or achievement that may be expressed or implied by such forward looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits EverGen will derive therefrom. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of EverGen. These include, but are not limited to, risks associated with renewable energy sources, such as market competition, volatility of prices, currency fluctuations, environmental risk, and competition from other producers and ability to access sufficient capital from internal and external sources.

Although the Company believes that the expectations reflected in such forward-looking statements and information are reasonable, it can give no assurance that such expectations will prove to be accurate, as results and future events could differ materially from those expected or estimated in such statements. Forward-looking-statements, by their nature, involve risks and uncertainties. Certain of these risks are included in “Risks and Uncertainties” in this MD&A and “Risk Factors” in the Company’s AIF dated April 22, 2024, which factors should not be considered exhaustive and should be read together with the other cautionary statements in this MD&A. Given these risks, uncertainties and assumptions, readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this MD&A are made as of the date hereof, and except as may be expressly required by applicable law, EverGen disclaims any intent, obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein whether as a result of new information, future events or results or otherwise. The forward-looking statements and information contained in this MD&A may not be appropriate for other purposes. In the event that subsequent events are reasonably likely to cause actual results to differ materially from forward-looking statements previously disclosed by the Company for a period that is not yet complete, EverGen will provide disclosure on such events and the anticipated impact of such events.

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