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EverGen Infrastructure Corp. Management Reports 2025
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EVERGEN
Infrastructure Corp.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
Dated May 30, 2025
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
BASIS OF PRESENTATION
EverGen Infrastructure Corp. ("EverGen", "the Company", "we", "our", "us" or "its") has prepared this Management's Discussion and Analysis ("MD&A") for the three months ended March 31, 2025, as at May 30, 2025, in accordance with National Instrument 51-102F1, and should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"). All references to "$" 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 Board of Directors as of May 30, 2025.
Additional information relating to the Company, 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".
READER ADVISORIES
This MD&A contains certain "forward-looking statements" within the meaning of Canadian securities legislation and introduces financial measures, which are not defined under IFRS Accounting Standards, aimed at helping the reader in making comparisons to metrics similarly disclosed by industry peers. Readers are cautioned that the MD&A should be read in conjunction with the Company's disclosure under "Non-GAAP Measures" and "Forward-Looking Information" included at the end of this MD&A.
FINANCIAL AND OPERATIONAL HIGHLIGHTS SUMMARY
| Three months ended | ||||
|---|---|---|---|---|
| Mar 31, 2025 | Mar 31, 2024 | $ Change | % Change | |
| FINANCIAL | ||||
| Revenue | 1,909 | 3,227 | (1,318) | (41) |
| Net loss | (1,202) | (1,326) | 124 | (9) |
| Net loss per share ($), basic and diluted | (0.08) | (0.10) | 0.02 | (20) |
| EBITDA (1) | (33) | 217 | (250) | (115) |
| Adjusted EBITDA (1) | 450 | 654 | (204) | (31) |
| Total assets | 77,560 | 94,241 | (16,681) | (18) |
| Total long-term liabilities | 26,878 | 30,255 | (3,377) | (11) |
| Cash and cash equivalents and restricted cash | 1,502 | 717 | 785 | 109 |
| Working capital deficit (1) | (1,913) | (1,064) | (849) | 80 |
| COMMON SHARES (thousands) | ||||
| Outstanding, end of period | 14,059 | 13,918 | 141 | 1 |
| Weighted average – basic & diluted | 14,041 | 13,905 | 136 | 1 |
| OPERATING | ||||
| RNG (gigajoules) | 43,014 | 35,440 | 7,574 | 21 |
| Incoming organic feedstock (tonnes) | 12,809 | 17,986 | (5,177) | (29) |
| Organic compost and soil sales (yards) | 642 | 2,179 | (1,537) | (71) |
| Electricity (MWh) | 763 | 851 | (88) | (10) |
(1) Non-GAAP measure as defined in the Non-GAAP measures section of this MD&A.
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
Revenue: For the three months March 31,2025, revenues decreased by $1,318, or 41% compared to the same periods last year, primarily due to lower tipping revenues due to lower volumes received at the organic waste and composting facilities including interim operations concluding at Prairie Sky Organics Ltd. ("PSO"), the absence of carbon credit sales in Q1 2025 and the absence of management fees earned from Project Radius in Q1 2025, partially offset by increased Renewable Natural Gas ("RNG") production and associated revenues from the Fraser Valley Biogas Ltd. ("FVB") RNG expansion project and at Grow the Energy Circle Ltd. ("GrowTEC") as well as an increase in rates for volumes received at the organic waste and composting facilities.
Net loss: For the three months ended March 31, 2025, net loss decreased by $117 or 11%. This decrease was primarily due to lower direct operating costs, depreciation and amortization expense and finance costs, partially offset by a decrease in revenues and a decrease in insurance proceeds.
Adjusted EBITDA: EverGen's Adjusted EBITDA of $450 decreased by $204, for the three months March 31,2025, compared to the same period last year, primarily due to a decrease in revenues and a decrease in insurance proceeds, partially offset by lower direct operating costs and an increase in non-recurring general and administrative expenses.
RNG Volumes: RNG production increased during the three months March 31,2025, compared to the same period last year, following the stabilization of the FVB RNG expansion project. The Company set a new quarterly production record in Q1-2025 across both RNG facilities. In early 2025, the FVB facility set new monthly RNG production records of over 12,000 gigajoules in March and April 2025. Previous records were set throughout 2024, including a monthly RNG production record of 11,186 gigajoules in September 2024 and a daily RNG production record of 640 gigajoules in a day in October 2024.
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 monthly RNG production in March and April 2025 and is now approaching the nameplate capacity of the facility of 160,000 gigajoules of RNG per year. In June 2024, EverGen announced the execution of a 20-year offtake agreement with FortisBC Energy Inc and a long-term feedstock supply agreement with a waste disposal consolidator.
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 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 and in March 2025, EverGen received proceeds under this Government of Canada funding agreement.
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
EVERGEN
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
$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 2024 and early-2025, the Company started receiving funding under the contribution agreement. Since 2023, EverGen has been completing 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 ~2 million gigajoules of RNG per year, with the first project expected to start construction in 2026.
Financing
In February 2025, EverGen through FVB, executed a letter of intent on a $13,000 debt facility and a $250 operating line of credit, with the proceeds used to refinance the Company's existing debt facility. EverGen expects to execute this agreement in June 2025.
In March 2025, EverGen entered into a purchase and sale agreement with a related party in connection with the disposition of land owned on which FVB operates (the "Property"). In connection with the purchase of the Property, the Company has entered into a long-term lease with the purchaser of the Property for the portion of the Property on which the FVB operates.
In April 2025, EverGen announced that it had entered into a share purchase and reorganization agreement (the "Agreement"), with Ask America, LLC (the "Purchaser"), an arm's length limited liability company existing under the laws of New Jersey. Pursuant to the terms of the Agreement, the Purchaser has agreed to act as the lead investor of $5,000 in a private placement of common shares of the Company for total gross proceeds of up to $7,000 (the "Private Placement"). In May 2025, pursuant to the terms of the Agreement, the Company closed the first tranche of the Private Placement and issued an aggregate of 8,333,333 Common Shares at a price of $0.60 per Common Share to the Purchaser for gross aggregate proceeds of $5,000. It is anticipated that one or more subsequent tranches of the Private Placement will be closed in due course, for aggregate proceeds to the Company of up to $7,000. The Common Shares issued pursuant to the Private Placement are subject to a four month hold period pursuant to applicable securities laws. The Company expects to use the proceeds of the Private Placement for working capital and general corporate purposes. Pursuant to the terms of the Agreement, the majority of the executive officers and directors of the Company resigned and were replaced with a new management team ("Change of Management"). The closing of the Private Placement resulted in the Purchaser becoming a new "Control Person" of the Company (as defined in the policies of the TSX Venture Exchange (the "TSXV")) and was approved by a majority of shareholders of the Company by way of written consent, in accordance with TSXV policies. Immediately prior to closing of the Private Placement, 1,211,026 options, warrants and other equity settled incentive securities held by current and former members of the Company's management and Board were surrendered for cancellation for nominal consideration.
With expected improved debt financing terms at FVB and a strengthened balance sheet through the Private Placement, EverGen is well positioned to unlock shareholder value by optimizing its existing core asset base, pursuing near-term expansion opportunities of core assets, and continuing to develop its RNG platform through strategic growth.
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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.
EverGen currently owns and operates four facilities through its subsidiaries: PCR, SSS, FVB and GrowTEC, and holds a 50% interest in Project Radius, an entity that holds a portfolio of three RNG projects under development in Canada.
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
EVERGEN
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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 and set a new monthly production records of over 12,000 gigajoules in March and April 2025.
PCR and SSS, based in British Columbia, 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. 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 is now completing engineering and design work for the next phase of the project, which is expected to expand RNG capacity to approximately ~120,000 gigajoules of RNG per year through the addition of preprocessing and depackaging equipment. In October 2024, EverGen was awarded $2 million of funding from the Government of Canada to support the development of the second phase of the expansion project. In early 2025, the Company received amounts under this Government of Canada funding agreement.
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 mid-2025. EverGen is currently working with its partner on developing Project Radius to advance the projects to the notice-to-proceed phase of development.
EVERGEN
Infrastructure Corp.
6
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
COMMERCIAL STRATEGY
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 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 long-term low-risk cash flows;
- Securing municipal feedstock agreements through developed partnerships and vertically integrated operations;
- Diversifying feedstock suppliers to de-risk inbound revenue streams;
EVERGEN
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
- Integrating talent, systems and processes across our projects to create efficiencies and best-in-class operations; and
- Continuing the growth of the project portfolio via the development of our project pipeline through strategic acquisitions and consolidation opportunities.
During 2025, 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 see growing societal expectations of carbon neutral and circular economy solutions and government support for these initiatives.
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.
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
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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 ("ESG")
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.
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 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.
EverGen delivers on its ESG values as follows:
ENVIRONMENTAL
99,642 tonnes
Of organic waste diverted from landfill during 2024
2023: 80,608 tonnes
26,552 yards
Of organic compost and soil produced during 2024
2023: 27,066 yards
160,027 GJs
Of renewable natural gas produced during 2024
2023: 62,891 GJs
3,446 MWh
Of electricity produced during 2024
2023: 3,116 MWh
SOCIAL
$60 million
Invested in global energy infrastructure
+46
Permanent green jobs created since 2020
50%
Indigenous workforce at Sea to Sky Soils site
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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 | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| RNG sales | 1,191 | 1,065 | 12 |
| Tipping fees | 650 | 1,260 | (48) |
| Organic compost and soil sales | 16 | 30 | (47) |
| Electricity sales | 46 | 93 | (51) |
| Carbon credits | - | 449 | (100) |
| Management service fees and other | 6 | 330 | (98) |
| Total | 1,909 | 3,227 | (41) |
Production volumes:
| Three months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| RNG (gigajoules) | 43,014 | 35,440 | 21 |
| Incoming organic feedstock (tonnes) | 12,809 | 17,986 | (29) |
| Organic compost and soil sales (yards) | 642 | 2,179 | (71) |
| Electricity (MWh) | 763 | 851 | (10) |
Revenues from RNG production increased by $126, or 12% for the three months ended March 31, 2025, primarily due to increased production at FVB associated with improved operations and throughput at the facility following the completion of the FVB RNG expansion project in December 2023.
Revenues from tipping fees decreased by $610, or 48% for the three months ended March 31, 2025, compared to the same period last year, due to decreased volumes of incoming feedstock arising from fire related operating disturbances at certain of the Company's operating sites in the fourth quarter of 2024 and into the first quarter of 2025 and operations at the PSO interim site concluding in January 2025, partially offset by an increase in rates.
Revenues from carbon credit sales decreased by $449 for the three months ended March 31, 2025, due to the absence of any carbon credit sales during the three months ended March 31, 2025.
Other revenue decreased by $324, or 98% for the three months March 31, 2025, compared to the same periods last year, primarily due to the absence of management fees charged to Project Radius for the development of the project.
EVERGEN
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
Revenue by segment:
| Three months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| RNG production | 1,309 | 2,022 | (35) |
| Organic waste and composting | 600 | 1,205 | (50) |
| Total | 1,909 | 3,227 | (41) |
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 due to the impact of seasonal weather and the related fluctuations in volumes processed.
| Three months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| Direct operating costs | 1,896 | 3,109 | (39) |
Direct operating costs decreased by $1,205, or 39% for the three months ended March 31, 2025, compared to the same period last year as a result of primarily due to reduced production at certain organics and composting sites from weather-related disruptions and the conclusion of the PSO interim site (as described above), and lower depreciation and amortization costs due to asset disposals in 2024 and non-cash impairment in Q4-2024. These decreases were partially offset by increases in residual and unscreened compost disposal at PCR and a less than proportionate increase in costs to the increase in revenues at our RNG facilities. Total direct operating costs were further reduced by grant receivables recorded in Q1-25 against certain costs.
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 | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| General and administrative expenses | 1,120 | 1,193 | (6) |
General and administrative expenses reminded consistent with prior period.
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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 | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| Interest expense on loans payable | 144 | 395 | (64) |
| Interest expense on loans payable - related parties | 25 | 25 | - |
| Interest expense on lease liabilities | 157 | 161 | (2) |
| Other | 21 | 43 | (51) |
| Total | 347 | 624 | (44) |
Finance costs decreased by $277, or 44% for the three months ended March 31, 2025, compared to the same period last year, primarily due to decreased interest rates on loans payable.
Other income – net
| Three months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| Insurance proceeds | - | 209 | (100) |
| Other | 59 | 35 | 69 |
| Total | 59 | 244 | (76) |
Other income - net decreased during the three months ended March 31, 2025, compared to the same period last year, primarily due to a decrease in the recognition of insurance proceeds.
Income taxes
Income taxes consist of current and deferred income taxes.
| Three months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| Current tax recovery | - | - | - |
| Deferred tax recovery | (241) | (370) | (35) |
| Total | (241) | (370) | (35) |
The decrease in the income tax recovery for the three months March 31, 2025, compared to the same periods last year, is primarily due to a decrease in taxable net loss.
EVERGEN
Infrastructure Corp.
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 measured as net loss before interest, tax, depreciation and amortization ("EBITDA"). Adjusted EBITDA is measured as EBITDA adjusted for share-based payment expense, certain non-cash items and unusual or non-recurring items. EBITDA and adjusted EBITDA are non-GAAP measures as defined in the non-GAAP measures section of this MD&A.
| Three months ended | |||
|---|---|---|---|
| Mar 31, 2025 | Mar 31, 2024 | % Change | |
| Net loss | (1,202) | (1,326) | (9) |
| Tax recovery | (241) | (370) | (35) |
| Depreciation and amortization | 1,063 | 1,289 | (18) |
| Finance costs | 347 | 624 | (44) |
| EBITDA (1) | (33) | 217 | (115) |
| Share-based payment expense | 145 | 331 | (56) |
| Non-recurring general and administrative expenses and other | 240 | 90 | 168 |
| Loss on write-down of assets | 48 | 114 | (58) |
| Consolidated adjusted EBITDA (1) | 400 | 752 | (47) |
| Adjusted EBITDA attributable to non-controlling interest | 50 | (98) | (151) |
| Adjusted EBITDA (1) | 450 | 654 | (31) |
(1) Non-GAAP measure as defined in the Non-GAAP measures section of this MD&A.
EverGen's EBITDA of ($33) decreased for the three months ended March 31, 2025, compared to the same period last year, primarily due to a decrease in revenues as described above and a decrease in insurance proceeds, partially offset by lower direct operating costs as described above.
EverGen's Adjusted EBITDA of $450 decreased by $204, for the three months ended March 31, 2025, compared to the same period last year, primarily due to a decrease in revenues as described above and a decrease in insurance proceeds, partially offset by lower direct operating costs as described above and an increase in non-recurring general and administrative expenses primarily relating to legal fees associated with the disposition of land owned on which FVB operates.
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
SUPPLEMENTAL QUARTERLY INFORMATION
| 2025 | 2024 | 2023 | ||||||
|---|---|---|---|---|---|---|---|---|
| Mar 31 Q1 | Dec 31 Q4 | Sep 30 Q3 | June 30 Q2 | Mar 31 Q1 | Dec 31 Q4 | Sep 30 Q3 | June 30 Q2 | |
| FINANCIAL | ||||||||
| Revenue | 1,909 | 3,163 | 3,598 | 4,238 | 3,227 | 2,314 | 2,287 | 2,158 |
| Net loss | (1,202) | (14,415) | (472) | (875) | (1,326) | (1,765) | (1,091) | (891) |
| Net loss per share ($), basic and diluted | (0.08) | (1.02) | (0.02) | (0.05) | (0.10) | (0.12) | (0.08) | (0.06) |
| EBITDA(1) | (33) | (14,244) | 1,227 | 966 | 217 | (705) | (440) | (387) |
| Adjusted EBITDA(1) | 450 | 98 | 983 | 1,122 | 654 | (9) | 382 | 382 |
| Total assets | 77,560 | 77,700 | 91,643 | 93,828 | 94,241 | 93,534 | 92,280 | 94,814 |
| Total long-term liabilities | 26,878 | 26,118 | 28,082 | 29,321 | 30,255 | 28,001 | 27,640 | 28,214 |
| Working capital surplus (deficit)(1) | (1,913) | (950) | 484 | 994 | (1,064) | (3,558) | 325 | 6,997 |
| COMMON SHARES (thousands) | ||||||||
| Outstanding, end of period | 14,059 | 14,021 | 14,002 | 13,979 | 13,918 | 13,897 | 13,885 | 13,845 |
| Weighted average – basic & diluted | 14,041 | 14,019 | 13,995 | 13,947 | 13,905 | 13,890 | 13,851 | 13,845 |
| OPERATING | ||||||||
| RNG sales (gigajoules) | 43,014 | 41,694 | 40,674 | 42,219 | 35,440 | 22,926 | 24,657 | 6,442 |
| Incoming organic feedstock (tonnes) | 12,809 | 25,454 | 25,555 | 30,647 | 17,786 | 22,768 | 18,983 | 20,955 |
| Organic compost and soil sales (yards) | 642 | 2,860 | 9,771 | 11,742 | 2,179 | 4,763 | 10,425 | 10,365 |
| Electricity (MWh) | 763 | 627 | 1,057 | 911 | 851 | 669 | 717 | 920 |
(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 Q2 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.
EVERGEN
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
LIQUIDITY AND CAPITAL RESOURCES
| March 31, 2025 | December 31, 2024 | % Change | |
|---|---|---|---|
| Cash and cash equivalents and restricted cash | 1,502 | 414 | 263 |
| Working capital deficit (1) | (1,913) | (950) | 101 |
(1) Non-GAAP measure as defined in the Non-GAAP measures section of this MD&A.
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 refinancing or adjust its spending or capital expenditures. There is no assurance that any of these will be on acceptable terms to EverGen.
EverGen assesses its ability to meet its on-going obligations using the non-GAAP measures of EBITDA and adjusted EBITDA. These metrics are key measures of liquidity and the management of capital resources.
EverGen's cash and cash equivalents and restricted cash increased as at March 31, 2025, compared to December 31, 2024, while its working capital deficit increased as at March 31, 2025. As at March 31, 2025 EverGen had a working capital deficit primarily relating to outstanding accounts payable and accrued liabilities which built up within the Company's RNG and organic and composting operating segments due to a set of disruptions arising from weather, seasonal factors and a fire related operating disturbance at certain of the Company's operating sites in the fourth quarter of 2024 and into the first quarter of 2025. These disturbances limited the inbound tonnage that our facilities could accept and resulting margins amid ongoing expenses and contributed towards a working capital deficit, as well as $1,000 in loans payable - related party becoming current. EverGen expects that it will need to obtain additional sources of financing, in addition to amounts generated from operations, to meet its obligations and commitments and minimum liquidity requirements under its financial covenants. Additional potential sources of financing that the Company 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 the Company's business interests. EverGen is actively pursuing or may pursue the financing initiatives described above, certain of which have been completed as described below, and others which it considers probable of completion based on the Company's assessment of current conditions and estimated future conditions. The Company is in various stages of progression on these matters including the announcement in April 2025 that it entered into a share purchase and reorganization agreement where the purchaser agreed to act as the lead investor in a private placement of common shares of the Company, which was finalized in May 2025 and proceeds of $5,000 were received by the Company, refinancing of debt where EverGen has a letter of intent and expects the refinancing to be completed in June 2025 and has received proceeds from the completed the sale of surplus lands.
See Financing Section for a description of the status of these initiatives. As at March 31, 2025, EverGen was committed to $3,300 of future capital expenditure, primarily related to the core RNG expansion project at PCR. These commitments are expected to be funded by existing liquidity, expected future operating cash flows and additional sources of financing.
As at March 31, 2025, EverGen was not in compliance with certain of its covenant requirements under its term loans and obtained a waiver from the lenders, as at that date, for limited suspension of the covenant compliance requirements under the facilities.
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
Share capital
The Company had the following outstanding common shares and equity instruments as at March 31, 2025, and December 31, 2024:
| (thousands) | March 31, 2025 | December 31, 2024 | % Change |
|---|---|---|---|
| Common shares | 14,059 | 14,021 | - |
| Options | 617 | 617 | - |
| Performance share units | 430 | 430 | - |
| Restricted share units | 217 | 259 | (16) |
| Deferred share units | 67 | 67 | - |
| Total outstanding securities | 15,390 | 15,394 | - |
A description of EverGen's equity instruments can be found in note 13 to the consolidated financial statements for the year ended December 31, 2024.
As of the date of this MD&A, the following equity instruments were outstanding:
| (thousands) | |
|---|---|
| Common shares | 22,392 |
| Options | 1,527 |
| Restricted share units | 443 |
| Deferred share units | 150 |
| Total outstanding securities | 24,512 |
Summary of Cash Flows
| Three months ended | % Change | ||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | ||
| Net operating cash flow | (764) | 274 | (379) |
| Net investing cash flow | 1,050 | (2,183) | (148) |
| Net financing cash flow | 52 | 2,041 | (97) |
| Total | 338 | 132 | 156 |
The Company's net operating cash flows decreased for the three months ended March 31, 2025, compared to the same period last year, primarily due to decreased revenues, as described above and timing of changes in non-cash working capital.
Cash from investing activities for the three months ended March 31, 2025, primarily related to government grant funding received, partially offset by property, plant and equipment expenditures associated with the Company's core RNG expansion projects at PCR and GrowTEC. Cash used in investing activities for the three months ended March 31, 2024, was primarily related to property plant and equipment expenditures associated with the Company's core RNG expansion projects at PCR, GrowTEC and FVB.
Cash provided by financing activities for the three months ended March 31, 2025, decreased compared to the same period last year primarily due the drawdown of the GrowTEC Loan during the three months ended March 31, 2024 and the increase in restricted cash associated with certain proceeds received from the disposal of land at FVB being reserved for future debt payments, partially offset by proceeds received from the disposal of land at FVB.
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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, 2024. 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 three months ended March 31, 2025, 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.
The Company's uses of estimates, judgements and assumptions are included in Note 2 to the Company's financial statements for the year ended December 31, 2024. There have been no significant changes to the Company's critical accounting estimates, judgments and assumptions during the three months ended March 31, 2025.
MANAGEMENT'S 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, as defined in National Instrument 52-109 - 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 the three months ended March 31, 2025 there were no changes in disclosure controls and procedures or ICFR that have materially affected, or are reasonably likely to materially affect, the Company's internal controls over financial reporting.
EverGen is not required to certify the design and evaluation of the issuer's disclosure controls and procedures 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 disclosure controls and procedures 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.
EVERGEN
Infrastructure Corp.
17
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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. There were no fees paid to the board of directors of the Company during the three months ended March 31, 2025 and 2024.
| Three months ended | |||
|---|---|---|---|
| March 31, 2025 | March 31, 2024 | % Change | |
| Salaries and benefits | 183 | 183 | - |
| Share-based payment expense | 96 | 261 | (63) |
| Total | 279 | 444 | (37) |
Other related party transactions
In July 2022, a subsidiary of the Company entered into a lease agreement with related parties to lease the land on which the GrowTEC 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 the Company. 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 March 31, 2025, the Company incurred lease expenses of $30, relating to this lease (three months ended March 31, 2024 - $30).
Effective December 1, 2023, the Company entered into a loan agreement with the parties related to the acquisition of GrowTEC to provide proceeds of $1,000 to the Company primarily to fund the repayment of amounts owing as contingent consideration related to the acquisition of the Company's 67% interest in GrowTEC in July 2022. The full outstanding balance of the loan is repayable on January 1, 2026, and bears interest at a rate of 10.0%, which the Company has the option to pay interest in cash, payment-in-kind, or a combination thereof. During the three months ended March 31, 2025, the Company incurred interest expense of $25, relating to this loan (three months ended March 31, 2024 - $25).
In March 2025, the Company entered into a purchase and sale agreement with a related party in connection with the disposition of land owned on which FVB operates (the "Property"). In connection with the sale of the Property, the Company entered into a long-term lease with the purchaser of the Property for the portion of the Property on which the FVB facility operates. During the three months ended March 31, 2025, the Company incurred lease expenses of $11, relating to this lease (three months ended March 31, 2024 - $nil).
OFF BALANCE SHEET ARRANGEMENTS
EverGen has issued a $1,378 letter of credit in relation to GrowTEC. Subsequent to March 31, 2025, the beneficiary released the letter of credit and EverGen expects to terminate the letter of credit with its financial institution in June 2025.
FINANCIAL INSTRUMENTS
As at March 31, 2025, the Company's financial instruments consist of cash and cash equivalents, restricted cash accounts receivable, accounts payable and accrued liabilities, contingent consideration, lease liabilities, loans payable, loans payable – related parties and the financial liability – sale and leaseback. 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, 2024.
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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 months March 31, 2025.
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 further details on risks and uncertainties affecting EverGen, please refer the Company's annual MD&A dated April 30th, 2025 which is available on SEDAR+ at www.sedarplus.ca. 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.
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 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 non-controlling 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 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) | March 31, 2025 | March 31, 2024 | % Change |
|---|---|---|---|
| Current assets | 7,626 | 8,631 | (12) |
| Current liabilities | (9,539) | (9,581) | - |
| Working capital deficit | (1,913) | (950) | 101 |
EVERGEN
Infrastructure Corp.
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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;
- 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 focused 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,
EVERGEN
Infrastructure Corp.
20
EverGen Infrastructure Corp. Management's Discussion and Analysis
All amounts in Canadian $000s, unless otherwise indicated
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. 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.
EVERGEN
Infrastructure Corp.
21