Not for distribution to U.S. news wire services or dissemination in the U.S.
VANCOUVER, British Columbia, April 30, 2021 (GLOBE NEWSWIRE) — EverGen Infrastructure Corp. (“EverGen” or the “Company”) announced that it has filed, and obtained a receipt for, a preliminary long-form prospectus dated April 28, 2021 (the “Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces of Canada for the proposed initial public offering (the “Offering”) of common shares of the Company (the “Common Shares”). The aggregate number of Common Shares to be sold and the price per Common Share (the “Offering Price”) will be determined in the context of the market.
The Offering will be conducted by a syndicate of underwriters led by Desjardins Capital Markets, Clarus Securities Inc. and RBC Capital Markets acting as co-lead underwriters and joint bookrunners (the “Co-Lead Underwriters”) for the Offering.
EverGen has granted the Co-Lead Underwriters an over-allotment option, exercisable, in whole or in part, at the sole discretion of the Co-Lead Underwriters, at any time up to 30 days from and including the closing date of the Offering, to purchase additional Common Shares equal to 15% of the aggregate number of Common Shares sold under the Offering, to cover over-allotments, if any, and for market stabilization purposes.
The Preliminary Prospectus also qualifies the distribution of: (i) units of the Company issuable upon the automatic exercise of previously issued special warrants, and (ii) broker warrants of the Company issuable upon the automatic exercise of previously issued broker options, as further described in the Preliminary Prospectus.
The Preliminary Prospectus contains important information relating to the Offering and has not yet become final for purposes of a distribution of securities to the public. No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any offering jurisdiction in Canada.
A Preliminary Prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in certain jurisdictions of Canada. The Preliminary Prospectus is still subject to completion or amendment. Copies of the Preliminary Prospectus may be obtained from the Co-Lead Underwriters and are available under the Company’s profile on SEDAR at www.sedar.com. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States. Accordingly, the Common Shares may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act), unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. There will be no public offering of securities in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of EverGen in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful.
About EverGen Infrastructure Corp.
EverGen is a non-listed non-reporting issuer in British Columbia focused on combating climate change and helping communities contribute to a carbon-free future through its strategy to develop a Renewable Natural Gas Infrastructure Platform, starting on the West Coast of Canada in British Columbia. Incorporated in 2020, EverGen has been established to acquire, develop, build, own and operate a portfolio of renewable natural gas, waste to energy, and related infrastructure projects. EverGen is currently focused on British Columbia, with the intention to grow its platform into other regions in North America in the future.
For more information, visit: https://www.evergeninfra.com/
EverGen Media Contact
The information in this news release contains certain forward-looking statements within the meaning of applicable securities legislation, which reflect management’s current expectations regarding future events. Words such as “expects”, “anticipates” and “intends” or similar expressions are intended to identify forward-looking statements. Forward-looking information in this news release includes, among other things, all statements and information relating to the Offering generally and the terms thereof and the qualification of the units and broker warrants underlying previously issued securities of the Company. These forward-looking statements are subject to the inherent uncertainties in predicting future results and conditions and no assurance can be given that the Offering will be successfully marketed or completed on the terms described, or at all.
Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering, failure to obtain all requisite regulatory approvals, including the approval of the stock exchange, failure to satisfy other customary closing conditions, and the risk factors and other matters set forth in the Preliminary Prospectus. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.