On September 17, 2026, Evolution Metals & Technologies Corp. ("EMAT" or the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with YA II PN, LTD. ("Yorkville"), a fund managed by Yorkville Advisors Global, LP, pursuant to which the Company agreed to issue and sell to Yorkville convertible debentures in the aggregate principal amount of $30,927,835 (the "Convertible Debentures" and each a "Convertible Debenture"), which will be convertible into shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock," and as converted, the "Conversion Shares").
The first Convertible Debenture (the "First Debenture") in the principal amount of $22,000,000 was issued on September 17, 2026. The second Convertible Debenture in the principal amount of $2,000,000 is expected to be issued upon the filing with the Securities and Exchange Commission of the Registration Statement, as such term is defined below, which the Company has agreed to file pursuant to the Registration Rights Agreement, as such term is defined below, and the third Convertible Debenture in the principal amount of $6,927,835 is expected to be issued upon effectiveness of the Registration Statement.
Each Convertible Debentures will have a purchase price equal to 97% of principal amount thereunder. Each Convertible Debenture is convertible into Conversion Shares at a conversion price equal to the lower of $5.02 (the "Fixed Price") or (b) 95% of the lowest daily volume-weighted average price ("VWAP") of the shares during the 5 consecutive trading days immediately prior to each conversion date, but not lower than a floor price.