Evolution Metals issues $30.9m convertible debentures to Yorkville
- Evolution Metals issues $30,927,835 in convertible debentures to Yorkville Advisors
- First tranche of $22,000,000 issued on September 17, 2026
- Remaining $8,927,835 contingent on SEC registration filing and effectiveness
- Purchase price set at 97% of principal amount
- Conversion price tied to lower of $5.02 or 95% of VWAP

*this image is generated using AI for illustrative purposes only.
Evolution Metals & Technologies Corp. secured $30,927,835 through a Securities Purchase Agreement with YA II PN, LTD., a fund managed by Yorkville Advisors Global, LP.
The transaction involves the issuance of convertible debentures, with the first tranche of $22,000,000 issued on September 17, 2026. The remaining amounts are contingent on regulatory filings with the Securities and Exchange Commission.
Transaction Structure
The total principal amount is split across three debentures:
| Debenture | Principal Amount | Issuance Trigger |
|---|---|---|
| First Debenture | $22,000,000 | Issued September 17, 2026 |
| Second Debenture | $2,000,000 | Upon filing of Registration Statement |
| Third Debenture | $6,927,835 | Upon effectiveness of Registration Statement |
Each Convertible Debenture was purchased at 97% of its principal amount. The instruments are convertible into shares of the Company’s common stock, which has a par value of $0.0001 per share.
Conversion Mechanics
The conversion price for each debenture is determined by the lower of two metrics:
- A fixed price of $5.02
- 95% of the lowest daily volume-weighted average price (VWAP) of the shares during the five consecutive trading days immediately prior to each conversion date
This variable component is subject to a floor price, ensuring the conversion price does not fall below a specified minimum threshold.
What the Numbers Show
The issuance structure creates a dependency on regulatory timelines for capital deployment. While the initial $22,000,000 provides immediate liquidity, nearly 31% of the total agreed amount ($9,927,835) remains pending until the Registration Statement is filed and subsequently declared effective by the SEC. This phased approach links the full capital raise directly to compliance milestones rather than market timing alone.
How might the potential dilution from converting nearly $31 million in debentures impact Evolution Metals' existing shareholders if the stock price remains near the $5.02 fixed conversion price?
What are the specific regulatory hurdles or historical precedents that could delay the SEC's effectiveness of the Registration Statement, thereby withholding the final $6.9 million tranche?
Given the 95% VWAP discount mechanism, how vulnerable is Evolution Metals to further equity dilution if its share price experiences significant volatility in the coming months?

































