Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Securities Purchase Agreement and Convertible Debentures

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.

The Company shall not issue any Conversion Shares upon conversion of the Convertible Debentures held by Yorkville if the issuance of such Conversion Shares would exceed the aggregate number of Common Stock that the Company may issue in compliance with the Company's obligations under the rules or regulations of the Nasdaq Stock Market (the "Exchange Cap"). The Exchange Cap will not apply if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Stock Market for issuances of Common Stock in excess of such amount. In addition, no conversion will be permitted to the extent that, after giving effect to such conversion, the holder together with the certain related parties would beneficially own in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such conversion, subject to certain adjustments.

The First Debenture bears interest at an annual rate of 4.0%, unless an event of default occurs and remains uncured, upon which the Convertible Debentures will bear interest at an annual rate of 18.0%. The Convertible Debentures will mature on September 17, 2028.

The Company will not be required to make monthly cash payments pursuant to the Convertible Debentures unless an Amortization Event, as such term is defined below, has occurred and then the Company will make monthly cash payments each month until the entire outstanding amount under the Convertible Debentures have been repaid. An "Amortization Event" means (i) the VWAP of the Company's Common Stock is lower than the floor price for any five of seven consecutive trading days, (ii) the Company has issued in excess of 99% of the Common Stock available under the Exchange Cap or (iii) Yorkville is unable to use the Registration Statement for a period of 10 consecutive trading days.

The monthly cash payments will be in an amount equal to 1/5 of the original principal amount (or the outstanding principal amount of the Convertible Debentures if lower than such amount), plus a payment premium of 5% and all accrued and unpaid interest as of the date of such payment. Such Amortization Event payments will commence 7 trading days following the Amortization Event.

The Securities Purchase Agreement includes customary registration rights, investor protections, and provisions governing trading activity, including limitations on short selling. The Company intends to use the proceeds from the facility for general corporate purposes, including supporting the expansion of its operations and development initiatives.