Category: Americas

MIL-OSI USA: Padilla Leads Effort Demanding Trump Reverse Illegal Firing of Independent FEC Chair

US Senate News:

Source: United States Senator Alex Padilla (D-Calif.)

Padilla Leads Effort Demanding Trump Reverse Illegal Firing of Independent FEC Chair

WASHINGTON, D.C. — Today, U.S. Senator Alex Padilla (D-Calif.), Ranking Member of the Senate Committee on Rules and Administration with oversight over federal elections, led 10 Democratic Senators to demand President Trump rescind his unprecedented and illegal firing of Federal Election Commission (FEC) Chair Ellen Weintraub. The Senators also urged Trump to pursue the lawful process of consulting with the Senate on nominating a replacement for both Weintraub and former Republican Commissioner Sean Cooksey, who recently resigned for a role in the Trump Administration, and future vacancies.

The FEC is an independent, bipartisan agency tasked with enforcing U.S. campaign finance laws. In the 50 years since it was created — in the wake of the Watergate scandal — a commissioner has never been fired by the President. Typical procedure, as outlined in the Federal Election Campaign Act, is to have a Commissioner depart upon confirmation of their replacement. The illegal, unprecedented firing of Chair Weintraub took effect immediately following receipt of the letter on February 6.

“Chair Weintraub must be able continue to serve in her role unless and until you use the lawful process of nominating a commissioner for the Senate’s consideration and that nominee is confirmed,” wrote the Senators. “Your letter seeking to remove a commissioner ignores the legal requirements that commissioners may not be removed without cause. This effort violates the procedure set in statute for replacing commissioners in the Federal Election Campaign Act and appears to be a bad faith effort to dismantle the only federal agency that protects the American people’s right to transparency in campaigns and elections.”

“Record spending in our elections, including from ultra-wealthy individuals who now serve at the highest levels of power, has placed the FEC’s responsibilities at the heart of maintaining a healthy democracy,” continued the Senators. “While years of deadlock at the Commission have hindered its ability to serve as an effective regulator, removing commissioners without cause moves beyond dysfunction to outright destruction.”

In addition to Senator Padilla, the letter was signed by Senators Amy Klobuchar (D-Minn.), Jeff Merkley (D-Ore.), Jack Reed (D-R.I.), Bernie Sanders (I-Vt.), Adam Schiff (D-Calif.), Chris Van Hollen (D-Md.), Elizabeth Warren (D-Mass.), Peter Welch (D-Vt.), Sheldon Whitehouse (D-R.I.), and Ron Wyden (D-Ore.).

Last week, Senator Padilla rebuked President Trump’s illegal attempt to fire Chair Weintraub.

Full text of the letter is available here and below:

Dear President Trump:

We write to strongly urge you to rescind your illegal attempt to remove Chair Ellen Weintraub from the Federal Election Commission (FEC), the independent and bipartisan agency charged with enforcing our campaign finance laws. Chair Weintraub must be able continue to serve in her role unless and until you use the lawful process of nominating a commissioner for the Senate’s consideration and that nominee is confirmed.

Your letter seeking to remove a commissioner ignores the legal requirements that commissioners may not be removed without cause. This effort violates the procedure set in statute for replacing commissioners in the Federal Election Campaign Act and appears to be a bad faith effort to dismantle the only federal agency that protects the American people’s right to transparency in campaigns and elections.

Removing an FEC commissioner without nominating a replacement is without precedent. With Republican Commissioner Sean Cooksey’s recent resignation to join your administration, regular order would be to consult with the Senate on a bipartisan basis and nominate a pair of Republican and Democratic commissioners for the Senate’s consideration. Unlawfully removing a commissioner with an existing vacancy, without consultation with the Senate on nominations to replace them, demonstrates an intent to ignore the Senate’s constitutional role and diminish the Commission’s ability to hold accountable potential violations of campaign finance law.

Chair Weintraub, a Democratic commissioner, has a strong record of seeking to enforce the law that regulates money in politics on a nonpartisan basis, including holding presidential campaigns accountable. Congress created the FEC over 50 years ago, in the wake of the Watergate scandal that eroded trust in our government. The FEC was designed to be free from the interference of those it might be regulating and to ensure the American people had insight into how money was being spent to influence its elected officials. The role of money in our elections has changed since the FEC was first created, particularly as the Supreme Court has issued decisions permitting dark money to infiltrate our elections. However, the need for balanced and dedicated commissioners who work on behalf of the country has remained unchanged.

Further, record spending in our elections, including from ultra-wealthy individuals who now serve at the highest levels of power, has placed the FEC’s responsibilities at the heart of maintaining a healthy democracy. While years of deadlock at the Commission have hindered its ability to serve as an effective regulator, removing commissioners without cause moves beyond dysfunction to outright destruction.

We call on you to rescind your unlawful letter and pursue the legal process for replacing commissioners in bipartisan consultation with the Senate.

Sincerely,

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Waller, Reflections on a Maturing Stablecoin Market

Source: US State of New York Federal Reserve

Thank you for inviting me to speak today about stablecoins, an important innovation for the crypto ecosystem with the potential to improve retail and cross-border payments.1 A little over three years ago, I outlined my views on the benefits and risks of stablecoins.2 I can think of no better place than this conference to discuss the maturing stablecoin market and examine potential challenges that could impede stablecoins from reaching their full potential.
For the purposes of this speech, I define stablecoins as a type of digital asset designed to maintain a stable value relative to a national currency and backed at least one-to-one with safe and liquid assets. Specifically, a pool of assets is held in reserve so that stablecoins can be redeemed for traditional currency in a timely fashion.
Stablecoins—as with any means of payment—must demonstrate 1) a clear use case and 2) a clear commercial case to be economically viable. These terms are often conflated, but they are different, and both are necessary. Having a use case is how you attract consumers and businesses, while a business model is necessary for issuers of stablecoins to continue operating. As private sector innovators look to expand on the use cases of stablecoins and seek to achieve scale, what might emerge as challenges or roadblocks? This is a question I will explore today, including from a public sector perspective. Of course, as a policymaker, I am not here to endorse any of these use cases or business models, and what follows is not advice or recommendations. Rather, I am discussing them to underscore the varied ecosystem that policymakers must understand.
I will begin by explaining some of the use cases of stablecoins, including those that are well established and those that are still emerging. The primary use of stablecoins is as a safe crypto store of value. In the early days of crypto trading, buying and selling crypto meant trading one crypto-asset for another crypto-asset. As we have seen, crypto prices can fluctuate substantially, which means crypto-assets that are not anchored as stablecoins suffer from price risk. All financial markets crave the existence of a safe, low-risk asset which allows traders to move out of risky positions into safe ones where the safe asset price is known and stable. The beauty of financial innovation is that if a market demands such an asset, someone will figure out how to supply it. Thus, stablecoins were born.
A stablecoin’s value is tied to a national fiat currency, with the U.S. dollar being the fiat currency of choice for most stablecoins. In this sense, stablecoins are synthetic dollars. In our everyday life, the dollar serves as a medium of exchange and a unit of account. By their tie to the dollar, stablecoins are the medium of exchange and unit of account in the crypto ecosystem.
But how does one trade a “real” dollar for a “synthetic” dollar, like a stablecoin? Exchanges already allowed agents to move in and out of the crypto ecosystem but doing so took time and money. Stablecoins provided a marketplace solution to this problem—a means to represent dollars on exchanges so that transactions could be carried out more quickly and efficiently. Currently, stablecoins are involved in over 80 percent of trading volume on major centralized crypto exchanges.3
A second stablecoin use case is providing a means to access and hold U.S. dollars. Today, around 99 percent of stablecoin market capitalization is denominated in U.S. dollars, and the vast majority of digital asset trades are priced in U.S. dollars.4 This is no surprise given the primacy of the U.S. dollar in global finance and trade, and I believe that stablecoins have the potential to maintain and extend the role of the dollar internationally.5 U.S. dollar stablecoins could be particularly appealing to those in high inflation countries or to those without easy or affordable access to dollar cash or banking services.
A third use case is cross-border payments. For example, we are hearing increased industry focus on the “stablecoin sandwich” model of cross-border payments, in which fiat currency in one country is converted first into a U.S. dollar stablecoin, then that stablecoin is transferred to another individual, and then finally the stablecoin is converted back into the local fiat currency at its destination. This has the potential to reduce the complexity of a series of correspondent banking networks, improving transparency, cost, and timeliness. As this use case develops, it is critical that market participants implement all anti-money laundering and relevant consumer safeguards.
The last use case I will describe is in retail payments. At present, stablecoin use for retail payments is very limited. However, I am seeing a lot of new, private sector entrants looking to find ways to support the use of stablecoins for retail payments. For example, firms that provide point-of-sale technology are acquiring innovative fintechs or developing their own capabilities to accept stablecoins for retail purchases. This provides consumers with yet another option. Firms are also looking to incorporate stablecoins—and crypto more broadly—into peer-to-peer payment apps.
It remains to be seen whether stablecoins will scale for retail payment use cases. Such an evolution would require both a substantial number of consumers to shift their preferences toward using stablecoins and a significant number of businesses to make necessary investments to receive payments via stablecoins. We know that consumer retail payments behavior is sticky, and when behavior does change, it generally happens over a long period. If retail payments use cases do increase, it would probably take years to have a significant impact. That said, if stablecoins reduce transaction fees or allow merchants to attract customers, then merchants could have an incentive to accept them. Ultimately, the market will sort out whether consumers and businesses have the incentives to use stablecoins in this way.
In addition to stablecoins having clear cut use cases, issuers must have a viable business model. To cite one famous example, Red Lobster’s endless shrimp deal was popular with customers, but it did not turn out to be a sustainable model for the restaurant chain. Let me describe what I think are the incentives for stablecoin issuers, but I am here today to learn more.
To date, most stablecoin issuers appear to generate revenue primarily by earning higher returns on their reserve assets than they incur in expenses. They issue a zero-interest liability and use the proceeds to acquire interest earning assets, thereby profiting from the spread. As with bank deposits, the interest rate environment will have a significant effect on the profitability of firms issuing stablecoins. Higher interest rates generally mean higher rates of return on reserve assets, which generates revenue for the issuer. However, higher interest rates also have the potential to make non-interest bearing assets less attractive for consumers to hold. That said, users who hold stablecoins as an accessible, safe store of U.S. dollar denominated value may not be particularly sensitive to the interest rate environment, a phenomenon we already see today with some holders of physical U.S. dollars.
An additional way stablecoin issuers can generate revenue is through fees. This could include charging minting and burning fees, which occur when a customer acquires a new stablecoin for a real dollar or wants to redeem it for real dollars. This is very much like the foreign exchange market in fiat currencies that most of us are familiar with. Alternatively, as occurs with most payments firms, the issuer could earn money from transaction fees.
Finally, stablecoin issuers may use stablecoins as part of a broader strategy to attract customers to whom they may sell other products and services. In that case, stablecoins could be seen as a “loss leader” to entice customers to use other products or services offered by the stablecoin issuer that are much more profitable.
With the exception of the last example, the viability of the other business models will depend on the ability of stablecoins to scale as a means of payment and on how consumers and businesses respond. For example, if the stablecoin issuer decides to pass through interest earnings on its assets, that will make the stablecoin more attractive, but it will reduce the profits from issuing a stablecoin. The smaller the interest rate spread, the more important scale becomes. For the fee-based models, free entry into this space will drive down fees as it does in any other market, which will reduce the revenue from issuing a stablecoin.
Within this market, scale is important for achieving certain use cases as well as satisfying certain business models. For example, stablecoins are unlikely to become a viable option for retail payments if consumers question whether stablecoins will be widely accepted as a means of payment, while stablecoin issuers cannot generate significant revenue from interest on backing assets or fees without scale. I call this the “Field of Dreams” problem—if you build it, will they come?
With all of that in mind, let’s now dive into some of the potential challenges or roadblocks that will need to be overcome for stablecoins to achieve their full potential.
The first theme I will explore is one that I have discussed in the past—the safety and soundness of stablecoins and the need for a clear regulatory regime for stablecoins in the United States.6 Stablecoins are forms of private money and, like any form of private money, are subject to run risk, and we have seen “depegs” of some stablecoins in recent years. Additionally, all payment systems face risk of failure, and stablecoins are subject to clearing, settlement, and other payment system risks as well. At the same time, it is important to note that the risks faced by stablecoin issuers are not the same risks faced by banks. The stablecoin market would benefit from a U.S. regulatory and supervisory framework that addresses stablecoin risks directly, fully, and narrowly. This framework should allow both non-banks and banks to issue regulated stablecoins and should consider the effects of regulation on the payments landscape, including competing payment instruments.
I want to reiterate that I think it is important that U.S. legislation makes provision for the supervision and regulation of stablecoin issuers that is proportionate to the risks they pose, without stifling their innovative potential while the marketplace is still developing. I believe in the power of the private sector to develop solutions that benefit businesses and consumers, with the job of the public sector to create a fair set of rules for market participants to operate within, including guardrails that ensure safety for consumers and the financial system as a whole. Having a level of certainty is important for businesses looking to invest in new products and services as well as for consumer confidence and assurance.
Fragmentation is the next theme I’ll explore, first from a technical perspective. Currently, several popular blockchain networks are designed as distinct from one another. Firms looking to scale across blockchains are seeking technical solutions to achieve cross-chain interoperability. Will this ultimately prove efficient, especially in a world with multiple stablecoin providers operating within potentially different combinations of blockchain networks? Or will there be multiple, competing ecosystems, for example where one stablecoin dominates on certain blockchains, and another stablecoin dominates on others? Alternatively, a stablecoin market featuring a high degree of interoperability could support a variety of stablecoin issuers and blockchain networks, providing consumers a choice in stablecoins and technologies. It is not yet clear how these dynamics will ultimately impact business models and use cases for stablecoins, but it is an issue that bears watching as firms work to scale and mature their businesses.
Fragmentation around the use and acceptance of stablecoins will also act as an impediment to scaling and will impact how stablecoin use cases develop. As I noted, stablecoins will prove useful as a means of payment insofar as holders of a specific stablecoin expect that others will accept them. The more people will accept a stablecoin, the more convenient a stablecoin will be. For the retail payment use case, how easy will it be for me as a consumer to pay with stablecoins at the point of sale, either in-person or online? From the merchant perspective, what incentives will firms have to accept stablecoins? Similarly, for cross-border payments, how widely will different firms (and their banking partners) transact in stablecoins? And, more broadly, could stablecoins have the potential to recreate and potentially exacerbate the current challenges associated with correspondent banking, further fragmenting the marketplace? Or could stablecoins mature in such a way to change the market structure of cross-border payments?
Fragmentation in regulation also has the potential to hold stablecoins back from reaching their full potential. As I already discussed, the stablecoin market does not have a clear regulatory framework in the United States. While there have been efforts to develop some international standards, the emergence of different global stablecoin regulatory regimes creates the potential for conflicting regulation domestically and internationally.7 This regulatory fragmentation could make it difficult for U.S. dollar stablecoin issuers to operate at a global scale. And as I have noted, scale is vital for any means of payment to achieve its full potential.
For example, under Europe’s Markets in Crypto-Assets Regulation, stablecoin issuers can earn interest on their reserve assets as a business model, whereas other regulatory models being discussed would require reserves for stablecoins deemed systemically important to be held as non-interest-bearing central bank deposits, limiting stablecoin issuers into a specific business model. Domestically, state regulators have been key players in the development of the stablecoin market, and several states are in the process of developing state laws or finalizing new regulations related to stablecoin issuance. There is a risk that state regulations may conflict, which could prevent the use of the same stablecoin across all states and reduce stablecoin scalability. As with the United States’ dual banking system, a complementary framework with state and federal regulators working together can allow innovation to flourish while achieving some of the benefits of scale that come with a harmonized set of market rules.
Different regulatory regimes are also creating separate reserve asset and redemption requirements for stablecoin issuers—a further potential regulatory regime fragmentation. In Europe, non-systemic stablecoin issuers are required to hold a minimum of 30 percent of their backing assets in bank deposits, and regulators have further proposed concentration limits per bank.8 This differs from the requirements of some U.S. state-regulated issuers.9 To operate at a global scale, stablecoin issuers would therefore have to issue the same stablecoin under multiple regimes with separate reserve asset and redemption requirements. Will this be efficient and ultimately prove workable if the number of regulatory regimes domestically and internationally continue to grow? Will we expect a stablecoin issuer to rebalance its reserves when a stablecoin is transferred between users in different countries or U.S. states? Creating consistency at the federal level could allow federal authorities to negotiate with foreign counterparts to ensure global regulations serve the interests of U.S. consumers and businesses and allow the U.S. to be a regulation setter for an asset class primarily denominated in our national unit of account.
In conclusion, my hope is that the stablecoin market will grow or diminish on the merits of their benefits to consumers and the broader economy. For the private sector, that means continuing to develop innovative solutions that fit a market need while building sustainable business models. And for the public sector, it means setting clear and targeted legal and regulatory frameworks and coordinating those frameworks across states and national boundaries to enable private sector innovation at a global scale.
Thank you.

1. Thank you to Marc Rodriguez, Alex Sproveri, Sonja Danburg, and David Mills of the Federal Reserve Board for their assistance in preparing this text. The views expressed here are my own and not necessarily those of my colleagues on the Federal Reserve Board. Return to text
2. See Christopher J. Waller, “Reflections on Stablecoins and Payments Innovations” (speech at “Planning for Surprises, Learning from Crises” 2021 Financial Stability Conference, Cleveland, OH, November 17, 2021). Return to text
3. See “Share of Trade Volume by Pair Denomination,” The Block, last modified February 10, 2025, https://www.theblock.co/data/crypto-markets/spot/share-of-trade-volume-by-pair-denomination. Return to text
4. See “DefiLlama-Defi Dashboard,” https://defillama.com/. Return to text
5. See Christopher J. Waller, “The Dollar’s International Role” (speech at “Climate, Currency, and Central Banking,” Nassau, BS, February 15, 2024). Return to text
6. See Chrisopher J. Waller, “Reflections on Stablecoins and Payments Innovations.” Return to text
7. See Committee on Payments and Market Infrastructures and Board of the International Organization of Securities Commissions, Application of the Principles for Financial Market Infrastructures to stablecoin arrangements (PDF) (Basel: Bank for International Settlements, July 2022). Return to text
8. See Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937. See European Banking Authority, Draft Regulatory Technical Standards to specify the highly liquid financial instruments with minimal market risk, credit risk and concentration risk under Article 38(5) of Regulation (EU) 2023/1114 (PDF) (Paris: European Banking Authority, June 2024) and European Banking Authority, Draft Regulatory Technical Standards to further specify the liquidity requirements of the reserve of assets under Article 36(4) of Regulation (EU) 2023/1114 (PDF) (Paris: European Banking Authority, June 2024). Return to text
9. For example, see “Virtual Currency Guidance,” New York State Department of Financial Services, last modified June 8. Return to text

MIL OSI USA News –

February 13, 2025
MIL-OSI Security: Honduran National, Previously Deported 6 Times, Arrested for Illegal Re-Entry

Source: Office of United States Attorneys

AUSTIN, Texas – A Honduran national with previous removals and criminal convictions was transferred into federal custody in Austin on criminal charges related to his alleged illegal re-entry.

According to court documents, Melvin Armando Funes-Canales, was located in the Williamson County jail on or about July 16, 2024, where he had been detained for alleged possession of a controlled substance. An investigation revealed Funes-Canales had been previously removed from the U.S. to Honduras on or about Oct. 9, 2020, and had also been deported on five other occasions. Additionally, Funes-Canales was previously convicted of burglary, grand theft and illegal re-entry.

Funes-Canales is charged with illegal re-entry. If convicted, Funes-Canales faces up to 10 years in prison. A federal district court judge will determine any sentence after considering the U.S. Sentencing Guidelines and other statutory factors.

U.S. Attorney Jaime Esparza for the Western District of Texas made the announcement.

Immigration and Customs Enforcement is investigating the case.

Assistant U.S. Attorney Matt Harding is prosecuting the case.

A criminal complaint is merely an allegation and all defendants are presumed innocent until proven guilty beyond a reasonable doubt in a court of law.

###

MIL Security OSI –

February 13, 2025
MIL-OSI: Petrus Resources Announces 2025 Budget Guidance
Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, Feb. 12, 2025 (GLOBE NEWSWIRE) — Petrus Resources Ltd. (“Petrus” or the “Company“) (TSX: PRQ) is pleased to announce its 2025 capital guidance.

2025 BUDGET GUIDANCE

In 2025, Petrus will build on its strategy of disciplined capital investment by targeting projects designed to maintain production, increase liquids weighting, enhance capital efficiency and generate free funds flow. The Board of Directors has approved a $40 million to $50 million capital program, with approximately 70% allocated toward high-impact development drilling in its core Ferrier and North Ferrier areas. The remaining capital will be invested in strategic infrastructure, including a 12-kilometer expansion of the North Ferrier pipeline, and land acquisitions. The budget is based on price assumptions of USD$68.50/bbl WTI for oil, CAD$2.04/GJ AECO for natural gas and a USD/CAD exchange rate of $0.70. Through the execution of this capital program, Petrus expects to:
- Achieve 2025 annual average daily production of 9,000 to 10,000 boe¹ per day – 65% gas and 35% total liquids
- Generate $45 million to $55 million in annual funds flow² for 2025
- Pay a monthly dividend of $0.01/share – annually this represents approximately 9% of the current share price
- Maintain net debt flat² at $60 million
Given the inherent volatility of commodity prices, the Company recognizes it is prudent to remain disciplined and flexible from an operational and financial perspective. For 2025, the Company has hedged approximately 54% of its forecasted production at an average price of $2.78/GJ for natural gas and CAD $94.37/bbl for oil. Petrus will continue to monitor Canadian oil and natural gas prices and will evaluate the capital program on an ongoing basis.

The Company remains well-positioned to navigate changing market dynamics while delivering consistent value to shareholders. By leveraging operational efficiencies and maintaining financial discipline, Petrus continues to strengthen its financial position and reinforce long-term sustainability. As market conditions evolve, the Company is prepared to adapt and respond quickly to capture opportunities and maximize returns.

ABOUT PETRUS
Petrus is a public Canadian oil and gas company focused on property exploitation, strategic acquisitions and risk-managed exploration in Alberta.

For further information, please contact:

Ken Gray
President and Chief Executive Officer
T: 403-930-0889
E: kgray@petrusresources.com

_____________________________

¹ Disclosure of production on a per boe basis consists of the constituent product types and their respective quantities. Refer to “BOE Presentation” and “Production and Product Type Information” for further details.

² Non-GAAP financial measure. During the year ended December 31, 2023, funds flow was $78.0 million. As at September 30, 2024, net debt was $60.4 million. Refer to “Non-GAAP and Other Financial Measures”.

READER ADVISORIES

Non-GAAP and Other Financial Measures

This press release refers to the terms “funds flow” and “net debt”. These non-GAAP and other financial measures are not recognized measures under GAAP (IFRS) and do not have a standardized meaning prescribed by GAAP (IFRS). Accordingly, the Company’s use of these terms may not be comparable to similarly defined measures presented by other companies. These non-GAAP and other financial measures should not be considered to be more meaningful than GAAP measures which are determined in accordance with IFRS as indicators of our performance. Management uses these non-GAAP and other financial measures for the reasons set forth below.

Funds Flow

Funds flow is a common non-GAAP financial measure used in the oil and natural gas industry that evaluates the Company’s profitability at the corporate level. Management believes that funds flow provides information to assist a reader in understanding the Company’s profitability relative to current commodity prices. The most directly comparable financial measure that is disclosed in the Company’s primary financial statements is oil and natural gas revenue, which was $125.6 million for the year ended December 31, 2023. For additional information regarding funds flow (including a reconciliation of funds flow to oil and natural gas revenue), see the disclosure under “Non-GAAP and Other Financial Measures – Corporate Netback and Funds Flow” in the Company’s Management’s Discussion & Analysis for the year ended December 31, 2023 which is available on SEDAR+ at www.sedarplus.ca, which disclosure is incorporated by reference herein.

Net Debt
Net debt is a non-GAAP financial measure and is calculated as the sum of long-term debt and working capital (current assets and current liabilities), excluding the current financial derivative contracts, the current portion of the lease obligation and the current portion of the decommissioning obligation. Petrus uses net debt as a key indicator of its leverage and strength of its balance sheet. As at September 30, 2024, long-term debt was $25 million. For additional information regarding net debt (including a reconciliation of net debt to long-term debt), see the disclosure under “Non-GAAP and Other Financial Measures – Net Debt” in the Company’s Management’s Discussion & Analysis for the three- and nine-month periods ended September 30, 2024 which is available on SEDAR+ at www.sedarplus.ca, which disclosure is incorporated by reference herein.

Forward-Looking Statements and FOFI

Certain information regarding Petrus set forth in this press release contains forward-looking statements within the meaning of applicable securities law, that involve substantial known and unknown risks and uncertainties. Such statements represent Petrus’ internal projections, estimates, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. These statements are only predictions and actual events or results may differ materially. Although Petrus believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause Petrus’ actual results to differ materially from those expressed or implied in any forward-looking statements made by, or on behalf of, Petrus. In particular, forward-looking statements included in this press release include, but are not limited to, statements with respect to: our intention in 2025 to build on our strategy of disciplined capital investment by targeting projects designed to maintain production, increase liquids weighting, enhance capital efficiency and generate free funds flow; the range of our capital program in 2025, with approximately 70% allocated toward high-impact development drilling in our core Ferrier and North Ferrier areas, and that the remaining capital will be invested in strategic infrastructure, including a 12-kilometer expansion of the North Ferrier pipeline, and land acquisitions; our belief that through the execution of our 2025 capital program we will achieve 2025 annual average daily production of 9,000 to 10,000 boe per day (65% gas and 35% total liquids), generate $45 million to $55 million in annual funds flow, pay a monthly dividend of $0.01/share, and maintain net debt flat at $60 million; our intention to remain disciplined and flexible from an operational and financial perspective; that for 2025 we have hedged approximately 54% of ours forecasted production, and the details thereof; our intention to continue to monitor Canadian oil and natural gas prices and evaluate our capital program on an ongoing basis; our belief that we are well-positioned to navigate changing market dynamics while delivering consistent value to shareholders; our belief that by leveraging operational efficiencies and maintaining financial discipline, we continues to strengthen our financial position and reinforce long-term sustainability; and that we are prepared to adapt and respond quickly to capture opportunities and maximize returns. These forward-looking statements are subject to numerous risks and uncertainties, most of which are beyond the Company’s control, including: the risk that (i) negotiations between the U.S. and Canadian governments are not successful and one or both of such governments implements announced tariffs, increases the rate or scope of announced tariffs, or imposes new tariffs on the import of goods from one country to the other, including on oil and natural gas, (ii) the U.S. and/or Canada imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas, and (iii) the tariffs imposed by the U.S. on other countries and responses thereto could have a material adverse effect on the Canadian, U.S. and global economies, and by extension the Canadian oil and natural gas industry and the Company; the risk that we do not generate sufficient funds flow and free funds flow to maintain our dividend at current levels and/or to maintain net debt flat; the impact of general economic conditions; volatility in market prices for crude oil, NGL and natural gas; industry conditions; currency fluctuation; changes in interest rates and inflation rates; imprecision of reserve estimates; liabilities inherent in crude oil and natural gas operations; environmental risks; incorrect assessments of the value of acquisitions and exploration and development programs; competition; the lack of availability of qualified personnel or management; changes in income tax laws or changes in tax laws and incentive programs relating to the oil and gas industry; hazards such as fire, explosion, blowouts, cratering, and spills, or extreme weather events, such as wild fires, floods, drought and extreme cold or warm temperatures, each of which could result in substantial damage to wells, production facilities, other property and the environment or in personal injury and/or increase our costs, decrease our production, or otherwise impede our ability to operate our business; stock market volatility; ability to access sufficient capital from internal and external sources; that the amount of dividends that we pay may be reduced or suspended entirely; that we reduce or suspend the repurchase of shares under our NCIB; and the other risks and uncertainties described in our Annual Information Form. With respect to forward-looking statements contained in this press release, Petrus has made assumptions regarding: that the tariffs that have been publicly announced by the U.S. and Canadian governments (but which are not yet in effect) do not come into effect, but that if such tariffs do come into effect, the potential impact of such tariffs, and that other than the tariffs that have been announced, neither the U.S. nor Canada (i) increases the rate or scope of such tariffs, or imposes new tariffs, on the import of goods from one country to the other, including on oil and natural gas, and/or (ii) imposes any other form of tax, restriction or prohibition on the import or export of products from one country to the other, including on oil and natural gas; the amount of dividends that we will pay; the number of shares that we will repurchase under our NCIB; future commodity prices (including as disclosed herein) and royalty regimes; availability of skilled labour; timing and amount of capital expenditures; future exchange rates (including as disclosed herein); the impact of increasing competition; conditions in general economic and financial markets; availability of drilling and related equipment and services; effects of regulation by governmental agencies; the effects of inflation on our profitability; future interest rates; and future operating costs. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide investors with a more complete perspective on Petrus’ future operations and such information may not be appropriate for other purposes. Petrus’ actual results, performance or achievement could differ materially from those expressed in, or implied by, these 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 so, what benefits that the Company will derive therefrom. Readers are cautioned that the foregoing lists of factors are not exhaustive. This press release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about Petrus’ prospective results of operations including, without limitation, our forecasts for our 2025 capital spending program, 2025 annual average daily production rate, 2025 annual funds flow, 2025 monthly dividend, and 2025 net debt, which are subject to the same assumptions, risk factors, limitations, and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on FOFI. Petrus’ actual results, performance or achievement could differ materially from those expressed in, or implied by, these FOFI, or if any of them do so, what benefits Petrus will derive therefrom. Petrus has included the FOFI in order to provide readers with a more complete perspective on Petrus’ future operations and such information may not be appropriate for other purposes.

These forward-looking statements and FOFI are made as of the date of this press release and the Company disclaims any intent or obligation to update any forward-looking statements and FOFI, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

BOE Presentation

The oil and natural gas industry commonly expresses production volumes and reserves on a barrel of oil equivalent (“boe”) basis whereby natural gas volumes are converted at the ratio of six thousand cubic feet to one barrel of oil. The intention is to sum oil and natural gas measurement units into one basis for simplified measurement of results and comparisons with other industry participants. Petrus uses the 6:1 boe measure which is the approximate energy equivalence of the two commodities at the burner tip. Boe’s do not represent an economic value equivalence at the wellhead and therefore may be a misleading measure if used in isolation.

Production and Product Type Information

The Company’s forecast 2025 annual average daily production rate disclosed in this press release (9,000 to 10,000 boe per day) consists of the following product types, as defined in National Instrument 51-101 and using the conversion ratio described above, where applicable: 15% light oil and condensate, 20% natural gas liquids and 65% conventional natural gas.

The MIL Network –
February 13, 2025
MIL-OSI USA: $150M for Climate Resiliency on SUNY & CUNY Campuses

Source: US State of New York

Governor Kathy Hochul today announced $150 million in climate resiliency grants  to make New York State’s public college campuses greener, more resilient to severe weather and more energy efficient. Supported by funding from the $4.2 billion Clean Water, Clean Air and Green Jobs Environmental Bond Act of 2022, the State University of New York (SUNY) is receiving $100 million for clean energy projects, including the installation of a thermal energy network at SUNY Buffalo, and the City University of New York (CUNY) is receiving $50 million for solar, energy storage, and heat pump projects on three campuses as part of a comprehensive plan to reduce CUNY’s carbon footprint.

“New York’s higher education institutions play a significant role in leading by example to help advance a cleaner, greener future,” Governor Hochul said. “The $150 million in new investments from the Environmental Bond Act will allow SUNY and CUNY to take a significant step forward in electrifying campuses and integrating cleaner energy solutions to reduce pollution and help New York’s colleges become more energy efficient.”

SUNY projects funded by the Environmental Bond Act include:

Binghamton University: Binghamton University will install thermal energy networks and building heat pump technology on its campus. The funding will help implement construction of new high-efficiency networked water source heat pump systems in select buildings currently operating on approximately 20-year-old, lower-efficiency chillers. The new systems will effectively lower energy use by 45 percent, operating costs by $300,000, greenhouse gases by 1,100 metric tons (based on current grid emission factors), and other pollutants for the benefit of the campus and the larger community.

University at Buffalo: UB will construct the first of many energy hubs, all of which are needed to phase out fossil fuel-based systems and replace aging, lower efficiency systems with on-site electrical systems that lower greenhouse gas and other pollutants and improve operating efficiencies. This first high-efficiency energy hub will service a network of up to five buildings on UB’s South Campus.

SUNY Oswego: The campus will construct a geoexchange field system for a geothermal network to improve operating efficiencies, lower operating costs, and reduce greenhouse gas and other pollutants for the benefit of the campus and larger community. The project will result in an extensive underground utility infrastructure and central plant and building-level equipment conversions, which are required to continue converting the campus plant to sustainable measures.

Stony Brook University: The Environmental Bond Act investment will provide design and construction for multiple ground and rooftop solar voltaic (PV) arrays to improve community air quality and public health and decarbonize the Long Island electric grid. The resulting on-site renewable power generation will provide operational efficiencies, energy use reduction, greenhouse gas and pollutant reductions, as well as to provide additional capacity for any potential future campus growth.

CUNY projects funded by the Environmental Bond Act include:

City College of New York: Parking lot solar canopies on the south campus will be paired with battery storage, which will support flexible demand management and electric vehicle (EV) chargers will be added to help electrify campus transportation. Rooftop solar will also be deployed. Heat pumps will be installed to electrify heating and cooling for the library and other spaces in the North Academic Center, and also in the science building to heat building domestic hot water and pool water. Heat Pumps are three to four times more efficient than a boiler as they move existing heat, rather than creating heat through combustion.

Brooklyn College: Geothermal energy will be tapped as bore holes are drilled to provide ground source renewable heating and cooling for the adjacent West End Building, which houses student clubs, the film department, a testing center, and computer labs, and is a vital hub of student activity. Rooftop solar and EV charging stations will be installed at James Hall and West Quad, promoting EV adoption while supporting the college’s fleet electrification goals.

Hunter College: This project initiates the hydronic conversion transformation of North Hall energy systems away from inefficient steam and standalone window air conditioning. Energy efficient hot and chilled water from the central plant will replace an antiquated steam system. This step toward electrification will reduce baseload energy use and cut use of fossil fuels, ensuring a better-controlled, state-of-the-art, sustainable learning environment for students.

SUNY Chancellor John B. King Jr. said, “With thanks to Governor Hochul, SUNY’s campuses are leading the way in advancing sustainability and addressing climate change. This Bond Act funding for four SUNY projects will help achieve New York State’s ambitious decarbonization goals and build a more sustainable future.”

CUNY Chancellor Félix V. Matos Rodríguez said, “By helping CUNY reduce the carbon footprint of our campuses, curb our consumption of fossil fuels and harness our capacity to aid sustainable energy production, Governor Hochul is enabling the University to promote prudent environmental stewardship. The Environmental Bond Act investments announced today will help CUNY play a key role in the development of a resilient, responsible, and resourceful New York.”

New York State Department of Environmental Conservation Interim Commissioner Sean Mahar said, “Governor Hochul’s commitment in the State of the State to advance a greener future through decarbonization is bolstered with this new $150 million Clean Water, Clean Air and Green Jobs Environmental Bond Act investment for innovative clean energy projects at SUNY and CUNY campuses across the state. Through the State’s Environmental Bond Act investments, New York is supporting advanced thermal energy networks, EV charging infrastructure, and other technologies that reduce pollution, lower operating costs, and create far-reaching benefits for schools and their surrounding communities.”

New York League of Conservation Voters President Julie Tighe said, “As the state transitions to a clean energy economy, it is critical that the government not just pass laws, but that they also lead by example. That is exactly what Governor Hochul is doing by allocating Bond Act funds to decarbonize SUNY and CUNY campuses, including by building out thermal energy networks and investing in solar and EV charging infrastructure at some of the most polluting buildings the state owns. We applaud the Governor for reducing New York’s carbon footprint while also helping seed one of the most promising clean energy solutions we have for our large buildings and campuses.”

Building Decarbonization Coalition New York Director Lisa Dix said, “We applaud the Governor for this critical step forward in implementing the Decarbonization Leadership Program and the SUNY and CUNY campus decarbonization action plans to advance Thermal Energy Networks across our state. This funding and continued leadership is key to getting fifteen Thermal Energy Networks, shovel-ready projects by 2026. Thermal Energy Networks will advance new economic development, modernize our universities, create union jobs, help avoid costly grid upgrades, slash pollution in our communities and help achieve New York’s climate goals – all while building a thriving clean energy economy.”

New York State AFL-CIO President Mario Cilento said, “Thanks to Governor Hochul’s leadership, the potential of the Environmental Bond Act is now becoming a reality. These projects will be built union with robust labor standards, including prevailing rate, labor peace, and Buy American. As I said in 2022, when the delegates to the New York State AFL-CIO convention voted overwhelmingly to support the Environmental Bond Act ballot referendum, working together, we will decarbonize while establishing a solid foundation for union careers.”

New York State Building Trades President Gary LaBarbera said, “As New York looks to progress towards its climate goals, we must continue to fund clean energy initiatives that not only modernize our key institutions but also create thousands of good-paying careers for working class people. The investments from the Environmental Bond Act will help our SUNY and CUNY campuses operate in a greener and more environmentally friendly manner, generate more accessible pathways to the middle class for hardworking New Yorkers, and contribute to improving the experiences of everyone who attends and works at these colleges. We applaud Governor Hochul for supporting this investment and look forward to playing a role in pushing these climate adaptions forward.”

New York State continues to advance resiliency initiatives and investments that are helping to protect communities. Today’s announcement complements Governor Hochul’s Executive Budget proposal to invest more than $1 billion to help fund a more sustainable and affordable future. This ambitious proposal is the single-largest climate investment in state history, generating thousands of jobs, slashing energy bills for households, and cutting harmful pollution.

The funding to SUNY and CUNY demonstrates the ways New York State’s continued commitment can be achieved, by deploying renewable energy, advancing clean transportation and building decarbonization, and exploring emerging technologies that can support decarbonization goals and economic development. The Executive Budget also includes $108 million for climate resiliency initiatives that support coastal resiliency and additional funding for Green Resiliency Grants and continues a record $400 million for Environmental Protection Fund programs that include measures to adapt and mitigate climate impacts. Progress also continues in administering the $4.2 billion Clean Water, Clean Air and Green Jobs Environmental Bond Act, which has allocated approximately $1.25 billion, or 25 percent, of Bond Act funds to date.

New York State’s Climate Agenda

New York State’s climate agenda calls for an affordable and just transition to a clean energy economy that creates family-sustaining jobs, promotes economic growth through green investments, and directs a minimum of 35 percent of the benefits to disadvantaged communities. New York is advancing a suite of efforts to achieve an emissions-free economy by 2050, including in the energy, buildings, transportation, and waste sectors.

MIL OSI USA News –

February 13, 2025

MIL-OSI: Oportun Reports Fourth Quarter and Full Year 2024 Financial Results

Source: GlobeNewswire (MIL-OSI)

Returned to GAAP profitability with net income of $9 million in fourth quarter

Adjusted EBITDA of $41 million, up 315% year-over-year

Quarterly annualized net charge-off rate of 11.7%, lowest since third quarter of 2022

Total quarterly operating expenses of $89 million, reduced 31% year-over-year

Raising full year 2025 expectations

SAN CARLOS, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Oportun Financial Corporation (Nasdaq: OPRT) (“Oportun”, or the “Company”) reported financial results today for the fourth quarter and full year ended December 31, 2024.

“We finished the year stronger than anticipated and believe that we’ve turned the corner, well-poised to capitalize on our momentum and advance our strategic priorities into 2025 and beyond,” said Raul Vazquez, CEO of Oportun. “I’m pleased that we returned to GAAP profitability in the quarter by generating $9 million of net income, a $51 million year-over-year increase. Furthermore, fourth quarter Adjusted Net Income increased by $30 million year-over-year, while Adjusted EBITDA more than quadrupled, and we returned to originations growth at 19%. I am also pleased that we delivered quarterly GAAP and Adjusted Return on Equity (ROE) of 10% and 25%, respectively, demonstrating good progress towards consistently delivering annual ROE in the 20% to 28% range. Our focus on cost discipline and improved credit performance is continuing to yield tangible results, laying the foundation to return to growth in 2025. We’re raising our expectations for full year 2025 Adjusted EPS to $1.10 to $1.30 per share, which implies 53 to 81% growth.”

Fourth Quarter and Full Year 2024 Results

Metric	GAAP				Adjusted¹
	4Q24	4Q23	FY24	FY23	4Q24	4Q23²	FY24	FY23²
Total revenue	$251	$263	$1,002	$1,057
Net income (loss)	$9	$(42)	($79)	($180)	$22	$(8.2)	$29	$(71)
Diluted EPS	$0.20	$(1.09)	($1.95)	$(4.88)	$0.49	$(0.21)	$0.72	$(1.93)
Adjusted EBITDA					$41	$9.9	$105	$19
_{Dollars in millions, except per share amounts.}
_{¹See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.}
_{²Beginning 1Q24, we updated our calculations of Adjusted EBITDA and Adjusted Net Income (Loss). Prior periods presented here have been updated to reflect the prior period numbers on a comparable basis. See Appendix for non-GAAP reconciliation to the most comparable GAAP measure.}

Fourth Quarter 2024

Aggregate Originations were $522 million, a 19% increase compared to $437 million in the prior-year quarter
Portfolio Yield was 34.2%, an increase of 155 basis points compared to the 32.7% in prior-year quarter
Owned Principal Balance at end-of-period was $2.7 billion, a decrease of 8% compared to $2.9 billion in the prior-year quarter
Annualized Net Charge-Off Rate of 11.7%, a decrease of 55 basis points compared to 12.3% in the prior-year quarter
30+ Day Delinquency Rate of 4.8%, a decrease of 113 basis points compared to 5.9% for the prior-year quarter

Full Year 2024

Aggregate Originations were $1,775 million, a 2% decrease compared to $1,813 million in the prior year
Portfolio Yield was 33.5%, an increase of 125 basis points compared to 32.2% in the prior year
Annualized Net Charge-Off Rate of 12.0%, a decrease of 18 basis points compared to 12.2% in the prior year

Financial and Operating Results

All figures are as of or for the quarter ended December 31, 2024, unless otherwise noted.

Operational Drivers

Originations – Aggregate Originations for the fourth quarter were $522 million, an increase of 19% as compared to $437 million in the prior-year quarter as the Company returned to year-over-year growth for the first time in ten quarters. Aggregate Originations for full year 2024 were $1,775 million, a decrease of 2% as compared to $1,813 million in 2023.

Portfolio Yield – Portfolio Yield as of the end of fourth quarter was 34.2%, an increase of 155 basis points as compared to 32.7% in the prior-year quarter. Portfolio Yield for the full year 2024 was 33.5%, an increase of 125 basis points as compared to 32.2% in 2023.

Fourth Quarter 2024 Financial Results

Revenue – Total revenue for the fourth quarter of $251 million was a decrease of 4% as compared to $263 million in the prior-year quarter. The decrease was due to the November 12th sale of the Company’s credit card receivables portfolio and a decline in average daily principal balance in its personal loans portfolio. The decline in average daily principal balance was due to prior credit tightening actions, the revenue impact of which was partially offset by a 155 basis point increase in portfolio yield to 34.2%. Excluding the impact of the credit card receivables portfolio sale, the fourth quarter’s total revenue declined by only 2%.

Net revenue for the fourth quarter was $93 million, up 30% as compared to Net Revenue of $72 million in the prior-year quarter. Lower net charge-offs and non-cash fair value marks more than offset lower total revenue and higher interest expense. Excluding a one-time, non-cash write-off of $17 million of deferred financing fees relating to the Company’s November corporate debt refinancing, net revenue would have been up 53% year-over-year.

Operating Expenses and Adjusted Operating Expense¹ – For the fourth quarter, total operating expense was $89 million, a decrease of 31% as compared to $129 million in the prior-year quarter and below the $97.5 million the Company was targeting. The decrease is principally attributable to a combined set of cost reduction initiatives announced in 2023 and 2024. The fourth quarter 2024 figure includes approximately $6 million in one-time benefits, including those related to capitalization of previous accrued expenses associated with the Company’s debt refinancing, true-ups related to estimated costs of exiting the credit card product and other benefits management does not consider to be part of a normalized run rate. Without the benefit from these one-time items, operating expense would have been approximately $95 million, still below the $97.5 million target. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 17% year-over-year to $89 million.

Net Income (Loss) and Adjusted Net Income (Loss)¹ – Net income was $9 million as compared to a net loss of $42 million in the prior-year quarter. The increase in net income was attributable to the increase in net revenue and a decrease in operating expenses as a result of cost reduction initiatives. Adjusted Net Income was $22 million, as compared to Adjusted Net Loss of $8.2 million in the prior-year quarter. The increase in Adjusted Net Income was attributable higher net revenue and the decrease in operating expense.

Earnings (Loss) Per Share and Adjusted EPS¹ – GAAP earnings per share, basic and diluted, were both $0.20, as compared to basic and diluted loss per share of $1.09 each in the prior-year quarter. Adjusted earnings per share was $0.49 as compared to adjusted loss per share of $0.54 in the prior-year quarter.

Adjusted EBITDA¹ – Adjusted EBITDA was $41 million, up from $10 million in the prior-year quarter, driven by a significant reduction in operating expenses along with reduced charge-offs.

Full Year 2024 Financial Results

Revenue – Total revenue for the full year was $1.0 billion, a decrease of 5% as compared to total revenue of $1.1 billion in 2023. The decrease was due to decreased interest income attributable to a lower Average Daily Principal Balance including impact from the November sale of the credit card receivables portfolio and decreased non-interest income. Excluding the impact of the credit card receivables portfolio sale, full year total revenue declined by 4%.

Net revenue for the full year was $295 million, an increase of 5% compared to net revenue of $281 million in the prior year, primarily due to an improvement in net decrease in fair value, including reduced marks on asset backed notes and reduced charge-offs. This net revenue favorability was partially offset by an increase in interest expense, including a one-time, non-cash write-off of $17 million of deferred financing fees related to the Company’s debt financing in the fourth quarter, and the decline in total revenue.

Operating Expense and Adjusted Operating Expense¹ – For the full year, total operating expense was $410 million, a decrease of 23% as compared to $534 million in 2023, enabled by the cost reduction initiatives announced in 2023 and 2024. Adjusted Operating Expense, which excludes stock-based compensation expense and certain non-recurring charges, decreased 20% year-over-year to $381 million due to similar drivers.

Net Income (Loss) and Adjusted Net Income (Loss)¹ – Net loss was $79 million, as compared to a net loss of $180 million in 2023. Adjusted Net Income increased to $29 million, as compared to Adjusted Net Loss of $71 million in 2023. The improvements in net loss and Adjusted Net income were attributable to reduced operating expenses coupled with higher net revenue, including reduced charge-offs.

Earnings (Loss) Per Share and Adjusted EPS¹ – GAAP net loss per share, basic and diluted, were both $1.95 for the full year 2024 as compared to basic and diluted loss per share of $4.88 each in 2023. Adjusted earnings per share was $0.72 in 2024 as compared to an adjusted net loss per share of $1.93 in 2023.

Adjusted EBITDA¹ – Adjusted EBITDA was $105 million, an increase of $86 million , or 463% as compared to $19 million in 2023, also driven by reduced operating expenses coupled with higher net revenue, including reduced charge-offs.

Credit and Operating Metrics

Net Charge-Off Rate – The Annualized Net Charge-Off Rate for the fourth quarter was 11.7%, a 55 basis points reduction from 12.3% in the prior-year quarter, and 12.0% for the full year 2024, an 18 basis points reduction from 12.2% in 2023. Dollar Net Charge-offs for the quarter were down 12% to $80 million, compared to $91 million for the prior-year quarter, and down 9% to $331 million for the full year 2024, compared to $364 million for 2023.

30+ Day Delinquency Rate – The Company’s 30+ Day Delinquency Rate was 4.8% at the end of 2024, a 113 basis points improvement compared to 5.9% at the end of 2023.

Operating Expense Ratio and Adjusted Operating Expense Ratio¹ – Operating Expense Ratio for the quarter was 13.1% as compared to 17.5% in the prior-year quarter, a 434 basis points improvement. Adjusted Operating Expense Ratio was 13.1% as compared to 14.5% in the prior-year quarter, a 141 basis points improvement. For the full year 2024, Operating Expense Ratio was 14.8% as compared to 17.9% for 2023, a 302 basis points improvement. For the full year 2024, Adjusted Operating Expense Ratio was 13.8% as compared to 16.0% for 2023, a 224 basis points improvement. The Adjusted Operating Expense Ratio excludes stock-based compensation expense and certain non-recurring charges, such as expenses related to the credit card portfolio sale. The improvement in Adjusted Operating Expense Ratio is primarily attributable to the Company’s focus on reducing operating expenses, partially offset by a decrease in Average Daily Principal Balance due to prior credit tightening actions.

Return on Equity (“ROE”) and Adjusted ROE¹ – ROE for the quarter was 10%, as compared to (39)% in the prior-year quarter. The increase was attributable to the increase in net income. Adjusted ROE for the quarter was 25%, as compared to (8)% in the prior-year quarter. ROE for the full year 2024 was (21)%, as compared to (38)% for 2023. Adjusted ROE for the full year 2024 was 8%, as compared to (15)% for 2023.

_{¹ Beginning 1Q24, we updated our calculations of Adjusted EBITDA, Adjusted Net Income (Loss) and Adjusted Operating Expense. To align with these updated calculations we also updated Adjusted EPS and Adjusted Return on Equity. Prior periods presented here have been updated to reflect the prior period numbers on a comparable basis. See Appendix for non-GAAP reconciliation to the most comparable GAAP measure.}

Other Products

Secured personal loans – As of December 31, 2024, the Company had a secured personal loan receivables balance of $162 million, up 38% from $117 million at the end of 2023, and up 15% quarter-over-quarter. Available only in California as of the end of 2023, Oportun now also offers secured personal loans in Texas, Florida, Arizona, New Jersey and Illinois. During 2024, secured personal loan losses ran approximately 500 basis points lower compared to unsecured personal loans, with fourth quarter revenue per loan approximately 75% higher due to larger average loan sizes.

Funding and Liquidity

As of December 31, 2024, total cash was $215 million, consisting of cash and cash equivalents of $60 million and restricted cash of $155 million. Cost of Debt and Debt-to-Equity were 8.0% and 7.9x, respectively, for and at the end of the fourth quarter 2024 as compared to 7.1% and 7.2x, respectively, for and at the end of the prior-year quarter. Cost of Debt and Debt-to-Equity were 7.8% and 7.9x, respectively, for and at the year ended December 31, 2024 as compared to 6.0% and 7.2x, respectively, for and at the year ended December 31, 2023. These fourth quarter and full year 2024 Cost of Debt figures exclude a $17 million non-cash write-off of deferred financing costs relating to the repayment of the Company’s prior corporate financing facility as part of a November refinancing. As of December 31, 2024, the Company had $227 million of undrawn capacity on its existing $766 million personal loan warehouse lines. The Company’s personal loan warehouse lines are committed through September 2027 and August 2028.

Financial Outlook for First Quarter and Full Year 2025

Oportun is providing the following guidance for 1Q 2025 and full year 2025 as follows:

	1Q 2025	Full Year 2025
Total Revenue	$225 – $230M	$945 – $970M
Annualized Net Charge-Off Rate	12.30% +/- 15 bps	11.5% +/- 50 bps
Adjusted EBITDA¹	$18 – $22M	$135 – $145M
Adjusted Net Income	—	$53 – $63M
Adjusted EPS	—	$1.10 – $1.30

_{¹ See the section entitled “About Non-GAAP Financial Measures” for an explanation of non-GAAP measures, including revised Adjusted EBITDA, and the table entitled “Reconciliation of Forward Looking Non-GAAP Financial Measures” for a reconciliation of non-GAAP to GAAP measures.}

Chief Financial Officer & Chief Administration Officer Announces Retirement

On February 7, 2025, Mr. Jonathan Coblentz notified the Company that effective March 28, 2025, he plans to retire from his role as Chief Financial Officer (“CFO”) and Chief Administrative Officer (“CAO”) of the Company. Mr. Coblentz has served as the Company’s CFO since 2009.

Mr. Coblentz will continue in his CFO and CAO roles until March 28th to support a smooth transition to Casey Mueller, the Company’s Principal Accounting Officer and Global Controller, who, following Mr. Coblentz’s departure will serve as our interim CFO. The Company has retained an executive search firm to conduct a thorough search process to identify Mr. Coblentz’s successor, considering both internal and external candidates.

Mr. Mueller is 43 years old and has served as Global Controller since joining the Company in 2018 and assumed the role of Principal Accounting Officer in 2022. Prior to joining the Company, Mr. Mueller held various leadership roles of increasing scope and responsibility within finance at OneMain Financial from 2013 to 2018. Mr. Mueller also previously served as Audit Manager at Deloitte LLP, a public accounting firm, which currently serves as the Company’s auditor. Mr. Mueller is a Certified Public Accountant and received a B.S. in Accounting and Master of Accountancy from Brigham Young University.

Conference Call

As previously announced, Oportun’s management will host a conference call to discuss fourth quarter 2024 results at 5:00 p.m. ET (2:00 p.m. PT) today. A live webcast of the call will be accessible from the Investor Relations page of Oportun’s website at https://investor.oportun.com. The dial-in number for the conference call is 1-866-604-1698 (toll-free) or 1-201-389-0844 (international). Participants should call in 10 minutes prior to the scheduled start time. Both the call and webcast are open to the general public. For those unable to listen to the live broadcast, a webcast replay of the call will be available at https://investor.oportun.com for one year. A file that includes supplemental financial information and reconciliations of certain non-GAAP measures to their most directly comparable GAAP measures, will be available on the Investor Relations page of Oportun’s website at https://investor.oportun.com following the conference call.

About Non-GAAP Financial Measures

This press release presents information about the Company’s Adjusted Net Income (Loss), Adjusted EPS, Adjusted EBITDA, Adjusted Operating Expense, Adjusted Operating Efficiency, Adjusted Operating Expense Ratio, and Adjusted ROE, all of which are non-GAAP financial measures provided as a supplement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company believes these non-GAAP measures can be useful measures for period-to-period comparisons of its core business and provide useful information to investors and others in understanding and evaluating its operating results. Non-GAAP financial measures are provided in addition to, and not as a substitute for, and are not superior to, financial measures calculated in accordance with GAAP. In addition, the non-GAAP measures the Company uses, as presented, may not be comparable to similar measures used by other companies. Reconciliations of non-GAAP to GAAP measures can be found below.

About Oportun

Oportun (Nasdaq: OPRT) is a mission-driven financial services company that puts its members’ financial goals within reach. With intelligent borrowing, savings, and budgeting capabilities, Oportun empowers members with the confidence to build a better financial future. Since inception, Oportun has provided more than $19.7 billion in responsible and affordable credit, saved its members more than $2.4 billion in interest and fees, and helped its members save an average of more than $1,800 annually. For more information, visit Oportun.com.

Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in this press release, including statements as to future performance, results of operations and financial position; achievement of the Company’s strategic priorities and goals; expectations regarding the departure of the Company’s CFO and CAO and regarding its interim CFO; the Company’s expectations regarding macroeconomic conditions; the Company’s profitability and future growth opportunities; the effect of and trends in fair value mark-to-market adjustments on the Company’s loan portfolio and asset-backed notes; the Company’s first quarter and full year 2025 outlook; the Company’s expectations regarding Adjusted EPS in full year 2025; the Company’s expectations related to future profitability on an adjusted basis, and the plans and objectives of management for our future operations, are forward-looking statements. These statements can be generally identified by terms such as “expect,” “plan,” “goal,” “target,” “anticipate,” “assume,” “predict,” “project,” “outlook,” “continue,” “due,” “may,” “believe,” “seek,” or “estimate” and similar expressions or the negative versions of these words or comparable words, as well as future or conditional verbs such as “will,” “should,” “would,” “likely” and “could.” These forward-looking statements speak only as of the date on which they are made and, except to the extent required by federal securities laws, Oportun disclaims any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements. These statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause Oportun’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Oportun has based these forward-looking statements on its current expectations and projections about future events, financial trends and risks and uncertainties that it believes may affect its business, financial condition and results of operations. These risks and uncertainties include those risks described in Oportun’s filings with the Securities and Exchange Commission, including Oportun’s most recent annual report on Form 10-K, and include, but are not limited to, Oportun’s ability to retain existing members and attract new members; Oportun’s ability to accurately predict demand for, and develop its financial products and services; the effectiveness of Oportun’s A.I. model; macroeconomic conditions, including fluctuating inflation and market interest rates; increases in loan non-payments, delinquencies and charge-offs; Oportun’s ability to increase market share and enter into new markets; Oportun’s ability to realize the benefits from acquisitions and integrate acquired technologies; the risk of security breaches or incidents affecting the Company’s information technology systems or those of the Company’s third-party vendors or service providers; Oportun’s ability to successfully offer loans in additional states; Oportun’s ability to compete successfully with other companies that are currently in, or may in the future enter, its industry; and changes in Oportun’s ability to obtain additional financing on acceptable terms or at all.

Contacts

Investor Contact
Dorian Hare
(650) 590-4323
ir@oportun.com

Media Contact
Michael Azzano
Cosmo PR for Oportun
(415) 596-1978
michael@cosmo-pr.com

Oportun and the Oportun logo are registered trademarks of Oportun, Inc.

Oportun Financial Corporation
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except share and per share data, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Revenue
Interest income	$	233.5		$	242.2		$	925.5		$	963.5
Non-interest income		17.5			20.5			76.3			93.4
Total revenue		250.9			262.6			1,001.8			1,056.9
Less:
Interest expense		73.7			52.0			238.2			179.4
Net decrease in fair value		(83.9	)		(138.5	)		(468.4	)		(596.8	)
Net revenue		93.4			72.1			295.2			280.7

Operating expenses:
Technology and facilities		37.9			54.8			166.2			219.4
Sales and marketing		17.3			18.1			67.0			75.3
Personnel		19.7			25.1			87.2			121.8
Outsourcing and professional fees		8.1			11.2			36.8			45.4
General, administrative and other		6.4			20.2			53.2			72.4
Total operating expenses		89.5			129.4			410.4			534.3

Income (loss) before taxes		3.9			(57.3	)		(115.2	)		(253.7	)
Income tax benefit		(4.8	)		(15.5	)		(36.5	)		(73.7	)
Net income (loss)	$	8.7		$	(41.8	)	$	(78.7	)	$	(180.0	)

Diluted Earnings (Loss) per Common Share	$	0.20		$	(1.09	)	$	(1.95	)	$	(4.88	)
Diluted Weighted Average Common Shares		43,550,693			38,485,406			40,356,025			36,875,950

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, unaudited)

	December 31,			December 31,
		2024			2023
Assets
Cash and cash equivalents	$	60.0		$	91.2
Restricted cash		154.7			114.8
Loans receivable at fair value		2,778.5			2,962.4
Capitalized software and other intangibles		86.6			114.7
Right of use assets – operating		9.8			21.1
Other assets		137.6			107.7
Total assets	$	3,227.1		$	3,411.9

Liabilities and stockholders’ equity
Liabilities
Secured financing	$	535.5		$	290.0
Asset-backed notes at fair value		1,080.7			1,780.0
Asset-backed borrowings at amortized cost		984.3			581.5
Acquisition and corporate financing		203.8			258.7
Lease liabilities		18.2			28.4
Other liabilities		50.9			68.9
Total liabilities		2,873.3			3,007.5
Stockholders’ equity
Common stock		—			—
Common stock, additional paid-in capital		612.6			584.6
Accumulated deficit		(252.5	)		(173.8	)
Treasury stock		(6.3	)		(6.3	)
Total stockholders’ equity		353.8			404.4
Total liabilities and stockholders’ equity	$	3,227.1		$	3,411.9

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
		2024			2023			2024			2023
Cash flows from operating activities
Net income (loss)	$	8.7		$	(41.8	)	$	(78.7	)	$	(180.0	)
Adjustments for non-cash items		100.4			139.0			498.0			585.3
Proceeds from sale of loans in excess of originations of loans sold and held for sale		0.2			2.9			4.5			8.5
Changes in balances of operating assets and liabilities		(17.9	)		6.2			(30.3	)		(21.1	)
Net cash provided by operating activities		91.4			106.3			393.5			392.8

Cash flows from investing activities
Net loan principal repayments (loan originations)		(101.7	)		(91.8	)		(228.1	)		(257.5	)
Proceeds from loan sales originated as held for investment		51.7			1.3			54.5			4.1
Capitalization of system development costs		(6.1	)		(6.1	)		(19.2	)		(31.3	)
Other, net		(0.3	)		(0.2	)		(0.9	)		(1.4	)
Net cash used in investing activities		(56.4	)		(96.8	)		(193.7	)		(286.2	)

Cash flows from financing activities
Borrowings		691.2			429.4			1,736.7			945.5
Repayments		(740.1	)		(432.1	)		(1,927.7	)		(1,047.1	)
Net stock-based activities		—			(0.4	)		(0.3	)		(2.7	)
Net cash used in financing activities		(48.9	)		(3.1	)		(191.2	)		(104.4	)

Net increase (decrease) in cash and cash equivalents and restricted cash		(13.9	)		6.4			8.6			2.2
Cash and cash equivalents and restricted cash beginning of period		228.5			199.6			206.0			203.8
Cash and cash equivalents and restricted cash end of period	$	214.6		$	206.0		$	214.6		$	206.0

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
CONSOLIDATED KEY PERFORMANCE METRICS
(unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
Key Financial and Operating Metrics		2024			2023			2024			2023
Aggregate Originations (Millions)	$	522.2		$	437.3		$	1,775.3		$	1,813.1
Portfolio Yield (%)		34.2	%		32.7	%		33.5	%		32.2	%
30+ Day Delinquency Rate (%)		4.8	%		5.9	%		4.8	%		5.9	%
Annualized Net Charge-Off Rate (%)		11.7	%		12.3	%		12.0	%		12.2	%

Other Metrics
Managed Principal Balance at End of Period (Millions)	$	2,973.5		$	3,182.1		$	2,973.5		$	3,182.1
Owned Principal Balance at End of Period (Millions)	$	2,678.2		$	2,904.7		$	2,678.2		$	2,904.7
Average Daily Principal Balance (Millions)	$	2,714.4		$	2,940.5		$	2,766.6		$	2,992.6

Note: Numbers may not foot or cross-foot due to rounding.

Oportun Financial Corporation
ABOUT NON-GAAP FINANCIAL MEASURES
(unaudited)

This press release dated February 12, 2025 contains non-GAAP financial measures. The following tables reconcile the non-GAAP financial measures in this press release to the most directly comparable financial measures prepared in accordance with GAAP.

The Company believes that the provision of these non-GAAP financial measures can provide useful measures for period-to-period comparisons of Oportun’s core business and useful information to investors and others in understanding and evaluating its operating results. However, non-GAAP financial measures are not calculated in accordance with GAAP and should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures do not reflect a comprehensive system of accounting, differ from GAAP measures with the same names, and may differ from non-GAAP financial measures with the same or similar names that are used by other companies.

As previously announced on March 12, 2024, beginning with the quarter ended March 31, 2024 the Company has updated it’s calculation of Adjusted EBITDA and Adjusted Net Income for all periods. To align with these updated calculations the Company also updated Adjusted Operating Efficiency, Adjusted EPS and Adjusted Return on Equity. Comparable prior period Non-GAAP financial measures are included in addition to the previously reported metrics.

Adjusted EBITDA
The Company defines Adjusted EBITDA as net income, adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted EBITDA is an important measure because it allows management, investors and its board of directors to evaluate and compare operating results, including return on capital and operating efficiencies, from period to period by making the adjustments described below. In addition, it provides a useful measure for period-to-period comparisons of Oportun’s business, as it removes the effect of income taxes, certain non-cash items, variable charges and timing differences.

The Company believes it is useful to exclude the impact of income tax expense, as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations.
The Company believes it is useful to exclude depreciation and amortization and stock-based compensation expense because they are non-cash charges.
The Company believes it is useful to exclude the impact of interest expense associated with the Company’s corporate financing facilities, including the senior secured term loan and the residual financing facility, as it views this expense as related to its capital structure rather than its funding.
The Company excludes the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
The Company also excludes fair value mark-to-market adjustments on its loans receivable portfolio and asset-backed notes carried at fair value because these adjustments do not impact cash.

Adjusted Net Income
The Company defines Adjusted Net Income as net income adjusted to eliminate the effect of certain items as described below. The Company believes that Adjusted Net Income is an important measure of operating performance because it allows management, investors, and the Company’s board of directors to evaluate and compare its operating results, including return on capital and operating efficiencies, from period to period, excluding the after-tax impact of non-cash, stock-based compensation expense and certain non-recurring charges.

The Company believes it is useful to exclude the impact of income tax expense (benefit), as reported, because historically it has included irregular income tax items that do not reflect ongoing business operations. The Company also includes the impact of normalized income tax expense by applying a normalized statutory tax rate.
The Company believes it is useful to exclude the impact of certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges because it does not believe that these items reflect its ongoing business operations. Other non-recurring charges include litigation reserve, impairment charges, debt amendment and warrant amortization costs related to our corporate financing facilities.
The Company believes it is useful to exclude stock-based compensation expense because it is a non-cash charge.
The Company also excludes the fair value mark-to-market adjustment on its asset-backed notes carried at fair value to align with the 2023 accounting policy decision to account for new debt financings at amortized cost.

Adjusted Operating Expense, Adjusted Operating Efficiency and Adjusted Operating Expense Ratio
The Company defines Adjusted Operating Expense as total operating expenses adjusted to exclude stock-based compensation expense and certain non-recurring charges, such as expenses associated with our workforce optimization, and other non-recurring charges. Other non-recurring charges include litigation reserve, impairment charges, and debt amendment costs related to our Corporate Financing facility. The Company defines Adjusted Operating Efficiency as Adjusted Operating Expense divided by total revenue. The Company defines Adjusted Operating Expense Ratio as Adjusted Operating Expense divided by Average Daily Principal Balance. The Company believes Adjusted Operating Expense is an important measure because it allows management, investors and Oportun’s board of directors to evaluate and compare its operating costs from period to period, excluding the impact of non-cash, stock-based compensation expense and certain non-recurring charges. The Company believes Adjusted Operating Efficiency and Adjusted Operating Expense Ratio are important measures because they allow management, investors and Oportun’s board of directors to evaluate how efficiently the Company is managing costs relative to revenue and Average Daily Principal Balance.

Adjusted Return on Equity
The Company defines Adjusted Return on Equity (“ROE”) as annualized Adjusted Net Income divided by average stockholders’ equity. Average stockholders’ equity is an average of the beginning and ending stockholders’ equity balance for each period. The Company believes Adjusted ROE is an important measure because it allows management, investors and its board of directors to evaluate the profitability of the business in relation to its stockholders’ equity and how efficiently it generates income from stockholders’ equity.

Adjusted EPS
The Company defines Adjusted EPS as Adjusted Net Income divided by weighted average diluted shares outstanding.

Oportun Financial Corporation
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in millions, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
Adjusted EBITDA		2024			2023			2024			2023
Net income (Loss)	$	8.7		$	(41.8	)	$	(78.7	)	$	(180.0	)
Adjustments:
Income tax benefit		(4.8	)		(15.5	)		(36.5	)		(73.7	)
Interest on corporate financing		11.4			14.6			51.1			51.8
Depreciation and amortization		12.5			13.8			52.2			54.9
Stock-based compensation expense		2.8			4.8			13.1			18.0
Workforce optimization expenses		0.1			6.8			3.1			22.5
Other non-recurring charges ⁽¹⁾		14.2			10.8			31.0			15.5
Fair value mark-to-market adjustment		(4.0	)		16.4			69.3			109.5
Adjusted EBITDA⁽²⁾	$	41.0		$	9.9		$	104.5		$	18.6

	Three Months Ended December 31,						Twelve Months Ended December 31,
Adjusted Net Income		2024			2023			2024			2023
Net income (Loss)	$	8.7		$	(41.8	)	$	(78.7	)	$	(180.0	)
Adjustments:
Income tax benefit		(4.8	)		(15.5	)		(36.5	)		(73.7	)
Stock-based compensation expense		2.8			4.8			13.1			18.0
Workforce optimization expenses		0.1			6.8			3.1			22.5
Other non-recurring charges ⁽¹⁾		14.2			10.8			31.0			15.5
Net decrease in fair value of credit cards receivable		—			—			36.2			—
Mark-to-market adjustment on ABS notes		8.5			23.6			72.1			100.0
Adjusted income before taxes		29.5			(11.3	)		40.2			(97.7	)
Normalized income tax expense		8.0			(3.0	)		10.8			(26.4	)
Adjusted Net Income (Loss) ⁽³⁾	$	21.5		$	(8.2	)	$	29.3		$	(71.3	)

Stockholders’ equity	$	353.8		$	404.4		$	353.8		$	404.4
GAAP ROE		10.2	%	(39.2		)%	(20.8		)%	(37.8		)%
Adjusted ROE (%) ⁽⁴⁾		25.2	%	(7.7		)%		7.7	%	(15.0		)%

Note: Numbers may not foot or cross-foot due to rounding.
_{⁽¹⁾ Certain prior-period financial information has been reclassified to conform to current period presentation.}
_{⁽²⁾ Our calculation of Adjusted EBITDA was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted EBITDA shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $6.1 million and $1.7 million, respectively.}
_{⁽³⁾ Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted Net Income (Loss) shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $(20.6) million and $(124.1) million, respectively.}
_{⁽⁴⁾ Calculated as Adjusted Net Income (Loss) divided by average stockholders’ equity. ROE has been annualized. Due to the Adjusted Net Income (Loss) revisions in Q1 2024, the Q4 2023 and FY 2023 Adjusted ROE values would have been (19.3)% and (26.1)%, respectively.}

Oportun Financial Corporation
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in millions, unaudited)

	Three Months Ended December 31,						Twelve Months Ended December 31,
Adjusted Operating Efficiency		2024			2023			2024			2023
Operating Efficiency		35.7	%		49.3	%		41.0	%		50.6	%
Total Revenue	$	250.9		$	262.6		$	1,001.8		$	1,056.9

Total Operating Expense	$	89.5		$	129.4		$	410.4		$	534.3
Adjustments:
Stock-based compensation expense		(2.8	)		(4.8	)		(13.1	)		(18.0	)
Workforce optimization expenses		(0.1	)		(6.8	)		(3.1	)		(22.5	)
Other non-recurring charges ⁽¹⁾		2.6			(10.5	)		(12.9	)		(14.4	)
Total Adjusted Operating Expense	$	89.2		$	107.3		$	381.3		$	479.4

Adjusted Operating Efficiency⁽²⁾		35.5	%		40.9	%		38.1	%		45.4	%

Average Daily Principal Balance	$	2,714.4		$	2,940.5		$	2,766.6		$	2,992.6

OpEx Ratio		13.1	%		17.5	%		14.8	%		17.9	%
Adjusted OpEx Ratio		13.1	%		14.5	%		13.8	%		16.0	%

Oportun Financial Corporation
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in millions, except share and per share data, unaudited)

	Three Months Ended December 31,					Twelve Months Ended December 31,
GAAP Earnings (loss) per Share		2024		2023			2024			2023
Net income (loss)	$	8.7	$	(41.8	)	$	(78.7	)	$	(180.0	)
Net income (loss) attributable to common stockholders	$	8.7	$	(41.8	)	$	(78.7	)	$	(180.0	)

Basic weighted-average common shares outstanding		42,720,229		38,485,406			40,356,025			36,875,950
Weighted average effect of dilutive securities:
Stock options		—		—			—			—
Restricted stock units		830,464		—			—			—
Diluted weighted-average common shares outstanding		43,550,693		38,485,406			40,356,025			36,875,950

Earnings (loss) per share:
Basic	$	0.20	$	(1.09	)	$	(1.95	)	$	(4.88	)
Diluted	$	0.20	$	(1.09	)	$	(1.95	)	$	(4.88	)

	Three Months Ended December 31,					Twelve Months Ended December 31,
Adjusted Earnings (loss) Per Share		2024		2023			2024			2023
Diluted earnings (loss) per share	$	0.20	$	(1.09	)	$	(1.95	)	$	(4.88	)

Adjusted Net Income	$	21.5	$	(8.2	)	$	29.3		$	(71.3	)

Basic weighted-average common shares outstanding		42,720,229		38,485,406			40,356,025			36,875,950
Weighted average effect of dilutive securities:
Stock options		—		—			—			—
Restricted stock units		830,464		—			500,705			—
Diluted adjusted weighted-average common shares outstanding		43,550,693		38,485,406			40,856,730			36,875,950

Adjusted Earnings (loss) Per Share⁽¹⁾	$	0.49	$	(0.21	)	$	0.72		$	(1.93	)

Note: Numbers may not foot or cross-foot due to rounding.
_{⁽¹⁾ Our calculation of Adjusted Net Income (Loss) was updated in Q1 2024 to more closely align with management’s internal view of the performance of the business. The Q4 2023 and FY 2023 values for Adjusted EPS shown in the table above have been revised and presented on a comparable basis, prior to these revisions the values would have been $(0.54) and $(3.37), respectively.}

Oportun Financial Corporation
RECONCILIATION OF FORWARD LOOKING NON-GAAP FINANCIAL MEASURES
(in millions, unaudited)

	1Q 2025								FY 2025
	Low				High				Low		High
Adjusted EBITDA
Net (loss)	$	(5.4	)	*	$	(2.2	)	*	$	23.2	$	33.4
Adjustments:
Income tax expense (benefit)		(1.3	)			(0.5	)			6.3		9.0
Interest on corporate financing		9.2				9.2				36.7		36.7
Depreciation and amortization		10.6				10.6				40.6		40.6
Stock-based compensation expense		3.5				3.5				15.0		15.0
Other non-recurring charges		1.4				1.4				5.8		5.8
Fair value mark-to-market adjustment	*				*					7.4		4.4
Adjusted EBITDA	$	18.0			$	22.0			$	135.0	$	145.0

*Due to the uncertainty in macroeconomic conditions and quarterly volatility in the fair value mark to market adjustment, we are unable to precisely forecast the fair value mark-to-market adjustments on our loan portfolio and asset-backed notes on a quarterly basis.

	FY 2025
Adjusted Net Income and Adjusted EPS	Low		High
Net income	$	23.2	$	33.4
Adjustments:
Income tax expense (benefit)		6.3		9.0
Stock-based compensation expense		15.0		15.0
Other non-recurring charges		5.8		5.8
Mark-to-market adjustment on ABS notes		22.3		22.3
Adjusted income before taxes	$	72.6	$	85.6
Normalized income tax expense		19.6		23.1
Adjusted Net Income	$	53.0	$	62.5

Diluted weighted-average common shares outstanding		48.2		48.2

Diluted earnings per share	$	0.48	$	0.69
Adjusted Earnings Per Share	$	1.10	$	1.30

Note: Numbers may not foot or cross-foot due to rounding.

The MIL Network –

February 13, 2025

MIL-OSI: Clairvest Reports Fiscal 2025 Third Quarter Results

Source: GlobeNewswire (MIL-OSI)

TORONTO, Feb. 12, 2025 (GLOBE NEWSWIRE) — Clairvest Group Inc. (TSX: CVG) today reported results for the fiscal 2025 third quarter and nine months ended December 31, 2024. (All figures are in Canadian dollars unless otherwise stated)

Highlights

December 31, 2024 book value was $1,234.3 million or $86.78 per share compared with $1,196.9 million or $84.06 per share as at September 30, 2024
Net income for the quarter ended December 31, 2024 was $38.5 million or $2.70 per share
Net income for the nine months ended December 31, 2024 was $101.3 million of $7.00 per share
Clairvest and Clairvest Equity Partners VII (“CEP VII”) invested in Redstone Food Group
Clairvest and Clairvest Equity Partners III (“CEP III”) sold its investment in Chilean Gaming Holdings

Clairvest’s book value was $1,234.3 million or $86.78 per share as at December 31, 2024, compared with $1,196.9 million or $84.06 per share as at September 30, 2024. For the quarter ended December 31, 2024, Clairvest recorded net income of $38.5 million, or $2.70 per share, which was driven by the realization of its investment in Chilean Gaming Holdings, a net increase in the valuation of Clairvest’s private equity investment portfolio and net foreign exchange gains due to material weakness in the Canadian dollar as the Company has various assets in foreign currencies which are not hedged against the Canadian dollar.

For the nine months ended December 31, 2024, the net income was $101.3 million, or $7.00 per share.

In November 2024, and as previously announced, Clairvest together with CEP VII made a $42.1 million minority preferred equity investment in Redstone Food Group, a leading commercial bakery of bread and bakery products, focused on the in-store bakery segment. Clairvest’s portion of the investment was $10.5 million. Redstone Food Group is the first investment of CEP VII’s US$1.2 billion investment program, which commenced on April 1, 2024.

In November 2024, Chilean Gaming Holdings, an acquisition entity for Clairvest, CEP III and other co-investors, sold its ownership interests in various casino properties in Chile. Proceeds on the sale totalled $41 million for Clairvest, compared with a cost of $28 million. There may be additional cash proceeds on this realization which are subject to certain conditions and are not expected to be material. Clairvest made its initial investment in Chilean Gaming Holdings in January 2008, and its realization represents the sale of the last investment of CEP III.

“This past quarter was a productive one for Clairvest, highlighted by a new investment and a portfolio realization. We are pleased to partner with Rob Wheeler, an entrepreneur who shares our vision for growth, and we look forward to supporting Redstone Food Group in its next chapter. Additionally, we completed the sale of a legacy portfolio company, enabling our team to focus on value creation within our existing investments and on the strategic deployment of capital in CEP VII. This sale also concluded the CEP III investment program which generated a net return of 2.5x and a 17% IRR for our third-party investors, making this another top quartile fund for Clairvest,” said Ken Rotman, CEO of Clairvest.

Summary of Financial Results – Unaudited

Financial Results	Quarter ended			Nine months ended
	December 31			December 31
	2024	2023		2024	2023
($000’s, except per share amounts)	$	$		$	$
Net investment gain (loss)	22,304	(19,116	)	3,810	(41,409	)
Net carried interest from Clairvest Equity Partners III and IV	2,930	892		4,461	2,695
Distributions, interest income, dividends and fees	27,250	14,319		137,678	40,439
Total expenses, excluding income taxes	6,154	2,168		28,194	38,232
Net income (loss) and comprehensive income (loss)	38,450	(4,950	)	101,321	(29,456	)
Basic and fully diluted net income (loss) per share	2.70	(0.34	)	7.00	(1.97	)

Financial Position	December 31	March 31,
Financial Position	2024	2024
($000’s, except share information and per share amounts)	$	$
Total assets	1,408,658	1,342,139
Total cash, cash equivalents, temporary investments and restricted cash	305,444	330,193
Carried interest from Clairvest Equity Partners III and IV	48,809	52,188
Corporate investments⁽¹⁾	927,853	870,660
Total liabilities	174,309	165,842
Management participation from Clairvest Equity Partners III and IV	37,764	41,506
Book value⁽²⁾	1,234,349	1,176,297
Common shares outstanding	14,223,531	14,673,701
Book value per share⁽²⁾	86.78	80.16

⁽¹⁾ Includes carried interest of $133,597 (March 31: $143,617) and management participation of $98,788 (March 31: $103,740) from Clairvest Equity Partners V and VI, and $168,351 (March 31: $90,973) in cash, cash equivalents and temporary investments held by Clairvest’s acquisition entities.
⁽²⁾ Book value is a Non-IFRS measure calculated as the value of total assets less the value of total liabilities.

Clairvest’s third quarter fiscal 2025 financial statements and MD&A are available on the SEDAR website at www.sedar.com and the Clairvest website at www.clairvest.com.

About Clairvest
Clairvest’s mission is to partner with entrepreneurs to help them build strategically significant businesses. Founded in 1987 by a group of successful Canadian entrepreneurs, Clairvest is a top performing private equity management firm with over CAD $4.6 billion of capital under management. Clairvest invests its own capital and that of third parties through the Clairvest Equity Partners limited partnerships in owner-led businesses. Under the current management team, Clairvest has initiated investments in 67 different platform companies and generated top quartile performance over an extended period.

Contact Information
Stephanie Lo
Director of Investor Relations and Marketing
Clairvest Group Inc.
Tel: (416) 925-9270
Fax: (416) 925-5753
stephaniel@clairvest.com

Forward-looking Statements
This news release contains forward-looking statements with respect to Clairvest Group Inc., its subsidiaries, its CEP limited partnerships and their investments. These statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Clairvest, its subsidiaries, its CEP limited partnerships and their investments to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include general and economic business conditions and regulatory risks. Clairvest is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.

www.clairvest.com

The MIL Network –

February 13, 2025

MIL-OSI Global: The Paris summit marks a tipping point on AI’s safety and sustainability

Source: The Conversation – Canada – By Robert Diab, Professor, Faculty of Law, Thompson Rivers University

United States Vice President JD Vance made headlines this week by refusing to sign a declaration at a global summit in Paris on artificial intelligence.

In his first appearance on the world stage, Vance made clear that the U.S. wouldn’t be playing ball. The Donald Trump administration believes that “excessive regulation of the AI sector could kill a transformative industry just as it’s taking off,” he said. “We’ll make every effort to encourage pro-growth AI policies.”

His remarks confirmed a widespread fear that Trump’s return to the White House will signal a sharp turn in tech policy. American tech companies and their billionaire owners will now be shielded from effective oversight.

But upon a closer look, events this week point to signs that just the opposite may be unfolding. A host of nations took notable steps towards address growing safety and environmental concerns about AI, indicating that a regulatory tipping point has been reached.

Prime Minister Justin Trudeau delivered the keynote address at the AI Action Summit in Paris, France.

Wide consensus

The two-day global summit in Paris, chaired by France and India, led to broad consensus. Some 60 countries signed on to a Statement on Inclusive and Sustainable AI. This included Canada, the European Commission, India and China.

Both the U.S. and the United Kingdom declined to sign on. But the prevailing winds are against them.

The meeting in Paris was the third global summit on AI, following meet-ups at Bletchley Park in the U.K. in 2023 and in Seoul, South Korea, in 2024. Each of them ended with similar declarations widely endorsed.

The Paris communiqué calls for an “inclusive approach” to AI, seeking to “narrow inequalities” in AI capabilities among countries. It encourages “avoiding market concentration” and affirms the need for openness and transparency in building and sharing technology and expertise.

The document is not binding. It does little more than tout principles, or affirm a collective sentiment among the parties. One of these — perhaps the most important — is to keep talking, meeting and working together on the common concerns that AI raises.

Environmental challenges

Meanwhile, a smaller group of countries at the Paris summit, along with 37 tech companies, agreed to form a Coalition for Sustainable AI — setting out a series of goals and deliverables.

While nothing is binding on the parties, the goals are notably specific. They include coming up with standards for measuring AI’s environmental impact and more effective ways for companies to report on the impact. Parties also aim to “optimize algorithms to reduce computational complexity and minimize data usage.”

Even if most of this turns out to be merely aspirational, it’s important that the coalition offers a platform for collaboration on these initiatives. At the very least, it signals a likelihood that sustainability will be at the forefront of debate about AI moving forward.

Read more:
AI is bad for the environment, and the problem is bigger than energy consumption

Signing the first international treaty on AI

A further notable event at the summit was that Canada signed the Council of Europe’s Framework Convention on Artificial Intelligence and Human Rights, Democracy and the Rule of Law. In recent months, 12 other countries had signed, including the U.S. (under former president Joe Biden), the U.K., Israel and the European Union.

The convention commits parties to pass domestic laws on AI that deal with privacy, bias and discrimination, safety, transparency and environmental sustainability.

The treaty has been criticized for containing no more than “broad affirmations” and imposing few clear obligations. But it does show that countries are committed to passing law to ensure that AI development unfolds within boundaries — and they’re eager to see more countries do the same.

If Canada were to ratify the treaty, Parliament would likely revive Bill C-27, which contained the AI and Data Act.

Read more:
The federal government’s proposed AI legislation misses the mark on protecting Canadians

The act aimed to do much of what Canada agrees to do under the convention: impose greater oversight of the development and use of AI. This includes transparency and disclosure requirements on AI companies, and stiff penalties for failure to comply.

What does this really mean?

While the U.S. signed the convention on AI and human rights, democracy and rule of law in the fall of 2024, it likely won’t be implemented by a Republican Congress. The same might happen in Canada under a Conservative government led by Pierre Poilievre. He could also decide not to fulfil commitments made under other agreements about AI.

And if Poilievre comes to power by the time Canada hosts the next G7 meeting in June, he might decline to honour the Trudeau government’s commitment to make AI regulation a central focus of the meeting.

The Trump administration may have ushered in a period of more lax tech regulation in the U.S., and Silicon Valley is indeed a key player in tech — especially AI. But it’s a wide world, with many other important players in this space, including China, Europe and Canada.

The events in Paris have revealed a strong interest among nations around the globe to regulate AI, and specifically to foster ideas about inclusion and sustainability. If the Paris summit was any indication, the hope of sheltering AI from effective regulation won’t last long.

Robert Diab does not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and has disclosed no relevant affiliations beyond their academic appointment.

– ref. The Paris summit marks a tipping point on AI’s safety and sustainability – https://theconversation.com/the-paris-summit-marks-a-tipping-point-on-ais-safety-and-sustainability-249706

MIL OSI – Global Reports –

February 13, 2025
MIL-OSI United Nations: Policies to Bolster Social Resilience in Context of More Frequent, Complex Crises among Topics Discussed, as Commission for Social Development Continues Session

Source: United Nations General Assembly and Security Council

During one of two round-table discussions held today by the Commission for Social Development, panelists emphasized the importance of governance, preparedness and investment in human capital to strengthen “social resilience” — the ability of individuals and societies to prevent, absorb, adapt and recover positively from crises.

The Commission — established in 1946 by the Economic and Social Council as one of its functional commissions — advises the United Nations on social development issues, and its sixty-third session will run through 14 February.

The first panel discussion, titled “Policies to bolster social resilience in the context of more frequent and complex crises”, featured presentations that together offered a comprehensive understanding of the multidimensional nature of resilience and the policy actions needed to reinforce it.

“The sixty-third session of the Commission for Social Development comes at a pivotal time as we reflect on the legacies of the World Summit for Social Development held three decades ago in Copenhagen,” said Moderator Angela Kawandami, Permanent Secretary at the Ministry of Community Development and Social Services of Zambia. While the principles of social inclusion, poverty eradication and equity remain as vital as possible, the global landscape has transformed significantly, presenting new and compounding challenges that demand urgent and innovative solutions today, she said, adding that crises — more frequent, interconnected and complex, spanning geopolitical, economic, health and environmental spheres — are testing the resilience of societies and institutions.

Meir Bing, Chief Executive Officer at the Open University of Israel, presented a case study of building resilience in minority populations in his country, where the number of minority students in higher education more than doubled in the last decade. He said that a year ago, he was General Director of the Ministry of Social Equality in charge of minorities. Of the 10 million people in his country, 2 million are religious and ethnical minority groups, including Muslim, Christian and Druze, he said, adding that many of them are young and face socioeconomic challenges.

He highlighted the three keys to building resilience in vulnerable populations: fostering trust between Government and social and business sectors; enhancing infrastructure and public services; and creating communities. Sharing how educational and other infrastructure and socioeconomic projects are expanded in the country’s local communities, he said that the percentage of students from minority groups in bachelor’s degree programmes increased from 10 per cent in 2010 to nearly 20 per cent in 2023.

Marek Kamiński, explorer and founder of the Kaminski Foundation, said that during his expeditions, he learned that physical strength isn’t enough, stating: “The real fight happens in the mind, with fear and doubt. We all need to ask, are we strong enough inside to face the challenges ahead?” Today’s world needs practical solutions to help people handle crises. That’s why he created LifePlan Academy, a programme that teaches mental resilience, stress management and how to adapt to challenges. It’s a practical tool that works in any country with any culture, he said, stressing: “With the right tools and support, anyone can overcome challenges and achieve their goals.”

Michael Woolcock, Lead Social Scientist in the Development Research Group at the World Bank, said that development policies are as effective as the shared legitimacy they enjoy. Development policies will struggle, where societal groups despise one another, where elite factions use lies and violence to secure power, where there is little coherence or trust between local and national authority, and where Governments reject international law and covenants to which they are a signatory. “So all these nice policies that we come up with — unless they can engage with these local contexts and imbue them with the legitimacy they need to do their difficult work — are probably going to struggle,” he said.

Obiageli Ezekwesili, President of Human Capital Africa, founder of the School of Politics Policy and Governance, and Senior Economic Adviser at the Africa Economic Development Policy Initiative, said that “democracy is in crisis more than it had ever been”. The power of society to be resilient depends on how everyone feels cared for within society. Today’s democratic processes are exclusionary in many ways. That’s because the tiny fraction of people who exercise political leadership in many countries have become monopoly democrats. “We must fix politics,” she said, noting a strong correlation between the quality of politics and economic performance. “Let’s keep an eye on the United States of America,” she added.

Michael Woolcock, Lead Social Scientist, World Bank, served as moderator for the second panel, which focused on “Universal rights-based social protection systems that adapt to evolving risks and support social resilience”. “For our present purposes, we are going to recognize that social resilience refers to the capacity of individuals and societies to prevent, resist, absorb, adapt, respond and recover positively, efficiently and effectively when faced with a wide range of long-term prospects for sustainable development, peace and security, human rights and well-being for all,” he said before commencing the panel discussion.

Danilo Türk, President of Club de Madrid and former President of Slovenia, stressed the need to make sure that social development is guided in a way that promotes the full realization of human rights. “This means adopting an approach which anticipates and addresses the vulnerabilities of people,” he went on to stress. That must include the consequences of climate change and its effect on populations, especially those vulnerable to displacement. Innovations like digital cash transfers, mobile health services and data driven risk assessment can significantly improve service delivery, particularly for marginalized and remote populations. Social protection systems must consider the interests of vulnerable segments of societies, particularly women, youth, older people and persons with disabilities.

Angela Chomba Kawandami, Permanent Secretary at the Ministry of Community Development and Social Services, Zambia, said that social protection systems are central to addressing vulnerabilities, reducing poverty and mitigating the impacts of various risks such as climate change, pandemics and economic crises. “Social protection systems in Zambia are designed to address both short-term needs and long-term vulnerabilities,” she added. These systems include cash transfers, food assistance and social insurance schemes. “The goal is to ensure that individuals, especially those in our rural areas, older persons, persons with disabilities and other vulnerable groups, have access to basic services and support mechanisms,” she emphasized. Zambia’s social protection programmes aim to reduce vulnerability by providing financial support to households living below the poverty line. Climate change is also included into Zambia’s protection system as the phenomenon poses an increasing threat with more frequent droughts and floods.

Héctor Ramón Cárdenas Molinas, Executive Director of the Technical Unit of the Social Cabinet of the President of Paraguay, said that extreme weather events cause major damage and loss. “Most of them are linked to climate events,” he said, noting their high economic and social impact. Exposure depends not only on geographic location but also on the development policies and adaptation measures taken to mitigate the risks of climate change. “It is absolutely essential that we integrate policies and strategies that promote sustainable and resilient development,” he said. Underscoring other initiatives in health, education and poverty eradication, he said Paraguay aims to ensure that services meet very high standards in terms of efficiency and effectiveness. “The main challenge remains financing,” he added.

Edgilson Tavares de Araújo, Ministry of Development and Social Assistance, Brazil, said that Brazil’s social protection system is based on the principles of universality, equity and democracy. “Since 2023, we have seen a drop of 84 per cent in severe food insecurity, according to a 2024 UN survey,” he added. With the creation of a global alliance to fight hunger and poverty, Brazil hopes to continue to make progress. A strong State working with a healthy civil society must be resilient to truly transform society. “We are increasing our budgetary commitments and broadening our global alliance to combat hunger and poverty,” he went on to say. Brazil is committed to providing decent employment and “an economy of solidarity” which can help build social resilience. “Being protected means having someone to rely on,” he added.

MIL OSI United Nations News –

February 13, 2025
MIL-OSI USA News: One Voice for America’s Foreign Relations

Source: The White House

class=”has-text-align-left”>By the authority vested in me as President by the Constitution and the laws of the United States of America, it is hereby ordered:

Section 1. Purpose. Article II of the United States Constitution vests the power to conduct foreign policy in the President of the United States. Presidents rely on their Secretaries of State and their subordinate officials to ensure that the United States is served and protected at home and abroad. As the principal steward of the President’s foreign policy, the Secretary must maintain an exceptional workforce of patriots to implement this policy effectively.

Sec. 2. Policy. All officers or employees charged with implementing the foreign policy of the United States must under Article II do so under the direction and authority of the President. Failure to faithfully implement the President’s policy is grounds for professional discipline, including separation. The personnel procedures of executive departments and agencies (agencies) charged with implementing the President’s foreign policy must therefore provide an effective and efficient means for ensuring that officers and employees faithfully implement the President’s policies.

Sec. 3. Definitions. For the purposes of this order:
(a) the terms “Department,” “Foreign Service,” “Service,” and “Secretary” shall have the meaning given those terms by section 3902 of title 22, United States Code; and
(b) the term “members of the Foreign Service” shall have the same meaning as “members of the Service” under section 3903 of title 22, United States Code.
(c) the term “Civil Service employee” shall mean an employee of the Department holding United States citizenship, except for a member of the Foreign Service, as defined in section 2664a of title 22, United States Code.
(d) the term “other staff” shall mean locally employed staff and agents under the authority of sections 202(a)(4)(A) (22 U.S.C. 3922(a)(4)(A)) and 303 (22 U.S.C. 3943) of the Foreign Service Act of 1980, or special Government employees of the Department as defined in section 202(a) of title 18, United States Code.

Sec. 4. Election of Procedures. When the Secretary concludes that a member of the Foreign Service, a Civil Service employee, or other staff has demonstrated performance or conduct that warrants a personnel action, the Secretary shall, with respect to officials appointed by the Secretary or others within the Department, take appropriate action, subject to the supervision of the President, and shall, with respect to officials appointed by the President, preliminarily determine whether to refer such a matter for the President’s consideration. Such preliminary determination shall be made in the Secretary’s sole and exclusive discretion.

Sec. 5. Foreign Service Reform. (a) The Secretary shall, consistent with applicable law, reform the Foreign Service and the administration of foreign relations to ensure faithful and effective implementation of the President’s foreign policy agenda.
(b) The Secretary shall, consistent with applicable law, implement reforms in recruiting, performance, evaluation, and retention standards, and the programs of the Foreign Service Institute, to ensure a workforce that is committed to faithful implementation of the President’s foreign policy.
(c) In implementing the reforms identified in this section, the Secretary shall, consistent with applicable law, revise or replace the Foreign Affairs Manual and direct subordinate agencies to remove, amend, or replace any handbooks, procedures, or guidance.
(d) The Secretary shall have sole and exclusive discretion in the exercise or delegation of the responsibilities enumerated in this order, and, as the Secretary deems necessary or appropriate, may prescribe additional procedures that subordinate officials shall follow in the performance of such responsibilities.

Sec. 6. General Provisions. (a) Nothing in this order shall be construed to impair or otherwise affect:
(i) the authority granted by law to an executive department or agency, or the head thereof; or
(ii) the functions of the Director of the Office of Management and Budget relating to budgetary, administrative, or legislative proposals.
(b) This order shall be implemented consistent with applicable law and subject to the availability of appropriations.
(c) This order is not intended to, and does not, create any right or benefit, substantive or procedural, enforceable at law or in equity by any party against the United States, its departments, agencies, or entities, its officers, employees, or agents, or any other person.

THE WHITE HOUSE,
February 12, 2025.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Wyden, Bonamici Reintroduce Legislation to Promote Gender Equity in Sports

US Senate News:

Source: United States Senator Ron Wyden (D-Ore)
February 12, 2025
Washington D.C.–U.S. Senator Ron Wyden and U.S. Representative Suzanne Bonamici today reintroduced legislation that would promote gender equity in college and K-12 sports in Oregon and nationwide.
“With so much excitement and momentum around women’s sports in America, including a new WNBA team coming to Portland, I call foul on retreating to a time before Title IX when girls didn’t receive the athletic support they deserve to nourish their potential,” Wyden said. “I’m putting a full-court press on any legislation that blocks progress we’ve made, and the Fair Play for Women Act will ensure every young Oregonian gets the same shot at succeeding, no matter their gender.”
“Since the passage of Title IX we’ve seen an increase in the number of female students participating in sports. Despite that increase, college women still have nearly 60,000 fewer athletics opportunities than men, and high school girls have about one million fewer opportunities to play sports than high school boys. I’m co-leading the Fair Play for Women Act to promote strong Title IX protections and compliance from K-12 schools and colleges,” said Bonamici.
The Fair Play for Women Act would promote fairness in participation opportunities and institutional support for women’s and girls’ sports programs, ensure transparency and public reporting of data by college and K-12 athletic programs, hold athletic programs and athletic associations more accountable for Title IX violations and discriminatory treatment, and improve education and awareness of Title IX rights among college and K-12 athletes as well as athletics staff.
Specifically, the Fair Play for Women Act would:

Hold schools and athletic associations accountable for discriminatory treatment. The bill would codify that state and intercollegiate athletic associations, including the NCAA, cannot discriminate based on sex, along with asserting non-discrimination protections within all school-based athletics, including club and intramural sports. It would also provide a robust private right of action for all athletes in their discrimination claims, making it easier for athletes to push for change at their schools. The bill would authorize the U.S. Department of Education to levy civil penalties on schools that repeatedly discriminate against athletes and require schools to submit publicly available plans to remedy violations, providing more tools to compel compliance and resolve ongoing discrimination.

Expand reporting requirements for college and K-12 athletics data and make all information easily accessible to the public. The bill would establish a one-stop shop for key athletics data by expanding the scope and detail of reporting by colleges, extending these requirements to include athletics at elementary and secondary schools, and requiring the U.S. Secretary of Education to house all data on the same public website. The bill also requires that schools certify the data they submit and report how they are claiming Title IX compliance and directs the U.S. Department of Education to publish an annual report on gender equity in school-based athletics. These provisions will help weed out reporting tricks by programs to skirt non-discrimination laws and make it easier for athletes and stakeholders to evaluate persisting gaps in athletic programs or use publicly available data in their claims against schools.

Improve education of Title IX rights among athletes, staff, and stakeholders. The bill would require Title IX trainings on an annual basis for all athletes, Title IX coordinators, and athletic department and athletic association staff. The bill would also establish a public database of all Title IX coordinators at colleges andK-12 schools, included in the one-stop shop for athletics data. These provisions will ensure all people involved with K-12 and college athletics understand what Title IX means and what students’ rights are under the law.

Wyden co-sponsored the senate bill with U.S. Senator Richard Blumenthal (D-Conn.) and Chris Murphy (D-Conn), who led the legislation. Bonamici, Rep. Alma Adams (D-N.C), and Rep. Lori Trahan (D-Mass.) introduced companion legislation in the U.S. House of Representatives.
A one-page summary of the legislation is here. Full text of the legislation is here.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Cortez Masto Joins Push Urging Trump Administration to Exempt Seasonal Firefighters from Federal Hiring Freeze

US Senate News:

Source: United States Senator for Nevada Cortez Masto
Washington, D.C. – U.S. Senator Catherine Cortez Masto (D-Nev.) joined 14 of her Senate colleagues in a letter urging the Trump Administration to exempt seasonal firefighters from the federal hiring freeze. Reports emerged last week indicating that the federal funding freeze is preventing the hiring and onboarding of seasonal firefighters, a workforce that already struggles with recruitment and retention. This comes as the West continues to be ravaged by deadly wildfires.
“We write today following reports that hiring and onboarding for federal seasonal firefighters has stopped due to the Trump Administration’s federal hiring freeze,” wrote the Senators. “We are extremely concerned to hear that this is happening across the U.S. Forest Service, Bureau of Land Management, and National Park Service ahead of what’s expected to be another devastating wildfire year.”
“Although there is an urgent need to hire more federal firefighters, the Trump Administration’s hiring freeze does the opposite and is pausing hiring at a critical time for this already understaffed workforce,” they continued. “We urge you to put the safety of families and communities across the country first and allow the federal seasonal firefighter hiring process to continue without delay.”
The full text of letter can be found here.
Senator Cortez Masto has led efforts to support Nevada firefighters and combat the wildfire crisis in the West, securing billions in the Bipartisan Infrastructure Law and the Inflation Reduction Act to support wildfire risk reduction and new firefighting equipment. She recently visited the burn scar of the Davis Fire and discussed key resources she’s delivered for wildfires fuels reduction in Northern Nevada. She also ensured all federal wildland firefighters—including many working in Nevada — got a significant pay raise in 2023 and helped designate the Sierra and Elko Fronts as Wildfire Crisis Strategy Landscapes for wildfire prevention efforts.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Cortez Masto, Crapo Introduce Legislation to Ensure the Shoshone-Paiute Tribes of the Duck Valley Indian Reservation Receive the $5 Million They’re Owed

US Senate News:

Source: United States Senator for Nevada Cortez Masto
Washington, D.C. – Today, U.S. Senators Catherine Cortez Masto (D-Nev.) and Mike Crapo (R-Idaho) reintroduced the Shoshone-Paiute Tribes of the Duck Valley Reservation Water Rights Settlement Act. This legislation will allow the Tribes to finally collect over $5 million in interest they are owed for their 2009 water rights settlement. Senators Jacky Rosen (D-Nev.) and Jim Risch (R-Idaho) are cosponsors of this legislation.
“It is absurd that the Shoshone-Paiute Tribes of the Duck Valley Reservation have had to go nearly two decades without millions of dollars in interest they are owed,” said Senator Cortez Masto. “My commonsense, bipartisan legislation fixes this years-old oversight and secures funding that these Tribes deserve.”
“This much-needed fix takes the next step in upholding the federal government’s full interest terms of the 2009 settlement with the Duck Valley reservation,” said Senator Crapo. “The Senate unanimously advanced the measure in the last Congress and must do so again expeditiously. The House should follow suit so we can correct this error as soon as possible.”
“The Shoshone-Paiute Tribes of the Duck Valley Reservation deserve the millions of dollars in interest they are owed,” said Senator Rosen. “I’m proud to help introduce this bipartisan legislation to ensure they finally receive this payment after a nearly twenty year delay.”
“The Shoshone-Paiute Tribes’ water rights settlement mistakenly excluded interest payments, unjustly cutting these communities short,” said Senator Risch. “I’m proud to join my colleagues in introducing legislation to correct this error and provide the Tribes the proper interest they are owed.”
Senator Cortez Masto has long been a champion for Tribal communities. Last year, the Senate passed both her legislation to make it easier for Indian Health Services to recruit and retain doctors and her legislation to strengthen Tribal public safety. She repeatedly called on the Biden administration to do more to address the epidemic of violence against Native women and girls, including securing federal funding to protect Native communities, urging the administration to draft a plan to address this issue, and requesting the Government Accountability Office (GAO) investigate the federal response to this crisis.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Cortez Masto, Grassley Reintroduce Bipartisan Legislation to Crack Down on Deadly Fentanyl Additive Xylazine

US Senate News:

Source: United States Senator for Nevada Cortez Masto
Washington, D.C. – Today, U.S. Senators Catherine Cortez Masto (D-Nev.) and Chuck Grassley (R-Iowa) reintroduced their Combating Illicit Xylazine Act. This bill, which would list xylazine as a Schedule III controlled substance while protecting the drug’s legal use by veterinarians, farmers, and ranchers, has bipartisan support from members of Congress in both the Senate and the House of Representatives.
Xylazine, also known as “tranq,” is an easily accessible veterinary tranquilizer that is being used as a low-cost cutting agent for fentanyl. Cortez Masto’s bipartisan legislation would schedule this dangerous drug and give law enforcement the tools they need to go after traffickers while protecting access for veterinarians, farmers, and ranchers who use xylazine to treat large animals. The bill is endorsed by 39 state attorneys general, major law enforcement organizations, and veterinary organizations.
“Xylazine poses a growing threat across the Silver State, and our law enforcement officers simply don’t have the tools they need to keep our communities safe from this dangerous drug,” said Senator Cortez Masto. “My bipartisan, bicameral bill would crack down on illegal use of xylazine while protecting its legitimate use by veterinarians and ranchers. It’s time for Congress to act now and pass this life-saving legislation.”
“Illicit xylazine is contributing to the national drug epidemic and driving up overdose deaths in communities across the country. Our nation’s laws must keep pace with emerging drug trends,” Senator Grassley said. “This bipartisan bill recognizes the lethal threat of xylazine and provides law enforcement new tools to combat its spread, while ensuring veterinarians, ranchers and cattlemen can continue to access the drug for legitimate animal treatment.”
The Combating Illicit Xylazine Act would:
Schedule xylazine as Schedule III illicit substance under the Controlled Substances Act;
Ensure veterinarians, farmers, and ranchers can still use the drug for its intended purpose by creating a clear definition of “ultimate user” – someone lawfully permitted to possess a controlled substance for legitimate use;
Enable the DEA to track its manufacturing to ensure it is not diverted to the illicit market; and
Require a report on prevalence, risks, and recommendations regarding xylazine.
This legislation is cosponsored by Senators Maggie Hassan (D-N.H.), Kirsten Gillibrand (D-N.Y.), Cindy Hyde-Smith (R-Miss.), Maria Cantwell (D-Wash.), Rick Scott (R-Fla.), Jeanne Shaheen (D-N.H.), Amy Klobuchar (D-Minn.), Katie Britt (R-Ala.), Shelly Moore Capitol (R-W.Va.), Todd Young (R-Ind.), Mark Kelly (D-Ariz.), Tim Kaine (D-Va.), James Risch (R-Idaho), Jacky Rosen (D-Nev.), and Richard Blumenthal (D-Conn.). It is led in the U.S. House of Representatives by Representatives Jimmy Panetta (D-Calif.-19) and August Pfluger (R-Texas-11).
“The Combating Illicit Xylazine Act strikes the right balance of helping address the public health threat of illicit xylazine while maintaining veterinary access to this critical animal sedative,” said Dr. Sandra Faeh, President of the American Veterinary Medical Association. “Strongly endorsed by the AVMA, this legislation is essential to protecting our communities from the grave health and safety risks of illicit xylazine, upholding animal welfare, supporting public health, and ensuring our nation’s veterinarians are equipped with all the necessary resources to provide high-quality veterinary care. We greatly appreciate Senators Catherine Cortez Masto and Chuck Grassley and Representatives Jimmy Panetta and August Pfluger for their leadership on this increasingly important issue. The AVMA looks forward to working with Congress on getting this well-balanced approach enacted into law.”
Senator Cortez Masto has been working to crack down on illicit drugs since she was first elected Attorney General, when she worked with Nevada’s Republican governor, law enforcement, and Mexican officials to combat the rise of methamphetamine manufacturing and cross-border drug trafficking. In the Senate, she has authored legislation to combat drug trafficking online that was signed into law, and passed critical legislation to eliminate illegal fentanyl supply chains. She also recently cosponsored the HALT Fentanyl Act which just passed the U.S. House of Representatives and will combat illegal fentanyl and keep our communities safe.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Cortez Masto Votes Against Tulsi Gabbard to be Director of National Intelligence

US Senate News:

Source: United States Senator for Nevada Cortez Masto

Washington, D.C. – Today, U.S. Senator Catherine Cortez Masto voted against the confirmation of Tulsi Gabbard to be the Director of National Intelligence. She also spoke on the Senate floor before the vote to discuss her opposition to Ms. Gabbard, highlighting her repeated justifications of Putin’s illegal war in Ukraine and her statements casting doubt on the U.S. intelligence community’s assessments of the brutal Assad regime in Syria.
“There should be absolutely no question about the trustworthiness or the judgement of our Director of National Intelligence,” said Senator Cortez Masto on the Senate floor. “The Director of National Intelligence should not sympathize with autocrats, blame our allies for wars of aggression, or parrot Kremlin talking points…I pledge to help keep Nevadans safe by opposing Ms. Gabbard’s confirmation.”

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Cortez Masto, Risch Renew Push for Bipartisan Legislation to Protect Critical Mineral Production in the West

US Senate News:

Source: United States Senator for Nevada Cortez Masto
Washington, D.C. – Today, U.S. Senator Catherine Cortez Masto (D-Nev.) and Jim Risch (R-Idaho) reintroduced the Mining Regulatory Clarity Act to allow critical mineral production to continue in the West. This bill is led in the U.S. House of Representatives by Congressman Mark Amodei (R-Nev.-02).
“We need to streamline our federal permitting process to unleash the full potential of Nevada’s critical mineral economy,” said Senator Cortez Masto. “I’m continuing my bipartisan push to pass this commonsense bill that will cut red tape, protect mining jobs in Nevada, help support clean energy projects nationwide.”
“Domestic mineral production is critical to everyday energy, technology, and national security needs,” said Senator Risch. “For too long, Idaho’s minerals have been tied up in red tape, preventing responsible use of our natural resources. The Mining Regulatory Clarity Act ensures mining projects in Idaho and across the West can proceed and provide invaluable support to our communities and country.”
“The Rosemont Decision overturned decades of established precedent that allowed our domestic mining operations to flourish, and instead blocked production efforts with excessive red tape,” said Representative Mark Amodei. “Out West, we have an abundance of natural resources that we can responsibly utilize to reduce our reliance on adversaries and strengthen our national security. This bill reverses the damage caused by the misguided Rosemont Decision and restores clarity for critical mining projects to move forward.”
“The Nevada Mining Association applauds and supports the bipartisan Mining Regulatory Clarity Act,” said Amanda Hilton, President of Nevada Mining Association. “Nevada is a leading producer of critical minerals like copper, lithium, and magnesium, along with more than 20 other materials essential to daily life. This legislation provides necessary stability for Nevada’s modern mining industry, ensuring it can operate efficiently and sustain the high-paying jobs that tens of thousands of Nevada families depend on. We appreciate Senator Cortez Masto’s ongoing leadership in advocating for Nevada’s mining community.”
“The bipartisan Mining Regulatory Clarity Act is KEY to ensuring the U.S. can use our vast domestic resources to build the essential mineral supply chains we know we must have,” said Rich Nolan, National Mining Association president and CEO. “China’s recent actions to cut off VITAL mineral supply chains underscores the need to strengthen domestic mineral supply chains for manufacturing, energy, national security and other priorities. This legislation ensures the fundamental ability to conduct responsible mining activities on federal lands. Regulatory certainty, or the lack thereof, will either underpin or undermine efforts to meet the extraordinary mineral demand now at our doorstep.”
“BPC Action is pleased to see Sens. James Risch (R-ID) and Catherine Cortez Masto (D-NV) working together to tackle barriers to expand America’s critical mineral supply. The bipartisan Mining Regulatory Clarity Act provides much needed regulatory certainty for mining projects, strengthening critical mineral supply chains while driving job creation in the sector,” said Michele Stockwell, President of Bipartisan Policy Center Action.
“If we’re going to achieve U.S. energy dominance, spur innovation, and support American manufacturing, we need to expand the domestic production of critical minerals. We can do so while supporting workers, communities, and our natural resources through sensible, transparent, and efficient regulations. Advanced Energy United is encouraged to see the “Mining Regulatory Clarity Act,” which should enhance business certainty around our mining rules and regulations,” said Harry Godfrey, Managing Director for Federal Affairs at Advanced Energy United.
“As demand for electric vehicles continues to grow at home and abroad, the need for mineral commodities, including lithium, cobalt, graphite, and copper will likewise rise dramatically. Mining is essential for the United States to fulfill demand in the electric vehicle and clean energy sectors, not to mention other mineral applications in defense, consumer electronics, and advanced computing. The Mining Regulatory Clarity Act is the result of a years-long, bipartisan effort to reestablish certainty for mineral producers in the United States. ZETA applauds Senators Cortez Masto and Risch for their tireless efforts to advance this critical legislation,” said Albert Gore, Zero Emission Transportation Association (ZETA).
The Mining Regulatory Clarity Act provides regulatory certainty for mining projects and reaffirms long-held practice that some public land use under a mining claim inherently accompanies exploration and extraction activities for other mining-support activities. This bill creates an optional and voluntary pathway to allow use of public lands for ancillary purposes connected to a mining project that can only be used within an agency-approved Plan of Operations. The bill also creates a new revenue stream from new mill site claims to be dedicated to abandoned mine clean-up efforts. This legislation is cosponsored by Senators Jacky Rosen (D-Nev.), Mike Crapo (R-Idaho), and Lisa Murkowski (R-Alaska).
Senator Cortez Masto has led efforts in Congress to support Nevada’s mining industry, protecting more than 83,000 local jobs and paving the way for Nevada to power the clean energy economy. She has consistently blocked burdensome taxes on mining and wrote important provisions of the Bipartisan Infrastructure Law to bolster Nevada’s critical mineral supply chain and fund battery recycling programs in the state. She’s also introduced bipartisan legislation to strengthen the domestic supply chain for rare-earth magnets.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Citing National Security Concerns on Senate Floor, Shaheen Announces Opposition to Tulsi Gabbard’s Confirmation

US Senate News:

Source: United States Senator for New Hampshire Jeanne Shaheen
(Washington, DC) – U.S. Senator Jeanne Shaheen, Ranking Member of the U.S. Senate Foreign Relations Committee and a top member of the U.S. Senate Armed Services Committee, took to the Senate floor to underscore her dire national security concerns ahead of the confirmation of Tulsi Gabbard to be the next Director of National Intelligence (DNI). Specifically, Shaheen highlighted Gabbard’s troubling history of siding with America’s adversaries over our own allies and national security interests, detailing the threat her confirmation would pose to U.S. national security and defense. At the conclusion of her remarks, Shaheen announced that she would oppose Gabbard’s nomination. Click here to watch Senator Shaheen’s full floor speech.
Key quotes from Senator Shaheen:
“Our adversaries will be thrilled if we confirm Tulsi Gabbard as Director of National Intelligence—no one more so than Russian President Vladimir Putin. Ms. Gabbard has not hidden her positive views of Russia and President Putin. While Ukrainians fight valiantly to protect their homeland and defend freedom and democracy, Tulsi Gabbard cozies up to Putin and publicly defends Russia’s brutal invasion.”
“I don’t relish the idea of America’s Director of National Intelligence—a role that includes such sensitive responsibilities such as producing the President’s Daily Brief and setting U.S. Policy for intelligence-sharing with foreign entities—I don’t appreciate the fact that she’s called ‘superwoman’ by a mouthpiece for the Kremlin.”
“To talk amiably about a brutal dictator who is openly opposed to American interests and human rights, a dictator like Assad, and like Putin for that matter, shows at best a lack of judgement and at worst allegiance to our adversaries.”
“I think this chamber faces a choice. We can choose to defend America’s national security and keep our promise to our constituents to protect their lives and safety and their interests or we can choose to give a gift to Vladimir Putin and our adversaries, to usher them into the inner halls of the American intelligence system. I know which choice I intend to make.”
Remarks as delivered can be found below:
Mr. President, I come up to the floor this afternoon to join a number of my colleagues because of my concern for the national security of the United States.

Whether it’s a terror attack, a cyberattack from a non-state actor, whether it is a threat in Russia or China or Iran, we in the United States are the targets of foreign adversaries every single day.
But thanks to our intelligence community and the thousands of Americans who dedicate their lives to our security, we’re safe.
These brave men and women are counting on us to have their backs.
Which is why the nomination of Tulsi Gabbard is so concerning.
Our adversaries will be thrilled if we confirm Tulsi Gabbard as Director of National Intelligence—no one more so than Russian President Vladimir Putin.
Ms. Gabbard has not hidden her positive views of Russia and President Putin.
While Ukrainians fight valiantly to protect their homeland and defend freedom and democracy, Tulsi Gabbard cozies up to Putin and publicly defends Russia’s brutal invasion.
The former Congresswoman has parroted Russian propaganda saying that the war could have been avoided if NATO and the Biden Administration had simply, and I’m quoting, “simply acknowledged Russia’s legitimate security concerns.”
And we know that a nominee is problematic when the Kremlin has such nice things to say about her.
On November 17, 2024, a major Russian state-controlled news agency called Tulsi Gabbard “superwoman” and noted her past appearances on Russian TV.
Well, I don’t relish the idea of America’s Director of National Intelligence—a role that includes such sensitive responsibilities such as producing the President’s Daily Brief and setting U.S. Policy for intelligence-sharing with foreign entities—I don’t appreciate the fact that she’s called “superwoman” by a mouthpiece for the Kremlin.
Not only does Putin have kind words for Ms. Gabbard, but they also share mutual friends—namely, ousted Syrian dictator Bashar al-Assad.
Since her clandestine meeting with Mr. Assad in 2017, a visit that took place while she was serving in Congress, former Congresswoman Gabbard has faced numerous questions about why she went to Syria and arranged this meeting in the first place.
She’s answered none of those questions nor has she provided any substantive details on her conversation with Assad.
And in fact, Ms. Gabbard has repeatedly refused to call Assad what he is, and that is an enemy of the United States, a brutal dictator who is responsible for the deaths of hundreds of thousands of Syrians.
Assad, who’s Putin’s best buddy in the Middle East; Assad, who is backed by Iran, whose regime openly seeks to undermine and destroy American interests and values worldwide.
This is the person who co-Presidents Musk and Trump want to lead our intelligence agencies, to spearhead our national security operations.
Well, that doesn’t make me comfortable sleeping at night.
To talk amiably about a brutal dictator who is openly opposed to American interests and human rights, a dictator like Assad, and like Putin for that matter, shows at best a lack of judgement and at worst allegiance to our adversaries.
And even in cases of proven espionage against the American intelligence community—the very organization that she seeks to lead—Tulsi Gabbard instead has sided with criminals.
Of course, I’m speaking about her support for Edward Snowden.
In 2020, while she was a member of the United States House of Representatives, she introduced a resolution suggesting that the federal government should drop all charges against Edward Snowden.
There’s only one other member who cosponsored this resolution, and that was former Congressman Matt Gaetz.
Now in 2025, Ms. Gabbard still refuses to call Snowden what he is—a traitor to the United States.
When she was asked about that at her hearing, she was given several opportunities to indicate that she understood that Edward Snowden is a traitor who put at risk the lives of thousands of Americans in the intelligence community.
She refused to acknowledge that he’s a traitor.
With such a track record, how are we supposed to expect that she will properly classify our enemies?
How are we to expect that she would label Xi Jinping or Kim Jong Un? As enemies of the United States or simply as foreign leaders, or as friends? Who knows what Ms. Gabbard will do.
I think there’s a stark difference between our adversaries who want to undermine the United States and those who are our allies, and it doesn’t appear that Tulsi Gabbard understands the difference.
So how can the men and women of the intelligence community trust that Ms. Gabbard will protect their secrets? That she’ll protect our secrets, the secrets of the United States?
How many Russians are going to risk their lives to pass along information to our intelligence officers if they’re worried that Ms. Gabbard will sell them out?
How much will our allies in NATO, in the Indo-Pacific share with Ms. Gabbard in charge?
The work of American covert operations and intelligence-gathering is based on one central principle, and that is trust.
I wouldn’t trust Tulsi Gabbard any further than I can throw her.
I think this chamber faces a choice.
We can choose to defend America’s national security and keep our promise to our constituents to protect their lives and safety and their interests or we can choose to give a gift to Vladimir Putin and our adversaries, to usher them into the inner halls of the American intelligence system.
I know which choice I intend to make.
I intend to vote no on Tulsi Gabbard, and I hope that my colleagues, particularly those across the aisle, at least some of them, will have the courage to do the same.
Thank you, Mr. President. I yield the floor.
Senator Shaheen is the top Democrat on the U.S. Senate Foreign Relations Committee and also serves on the U.S. Senate Appropriations Subcommittees on State, Foreign Operations and Related Programs and Defense. In 2018, Shaheen re-established the bipartisan U.S. Senate NATO Observer Group with U.S. Senator Tillis (R-NC). Senator Shaheen believes that a strong and active United States is fundamental to securing our national interests at home and abroad. She also believes that U.S. global leadership is directly tied to the strength of our ideals, our alliances and our diplomacy, and she is constantly working to ensure our national security policies reflect our broader democratic values.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Cassidy Honored by Louisiana Sheriffs’ Association for Repealing WEP, GPO

US Senate News:

Source: United States Senator for Louisiana Bill Cassidy

WASHINGTON – Last week, U.S. Senator Bill Cassidy, M.D. (R-LA) was awarded the Fraternal Order of Police National President’s Advocacy Award for his instrumental role in passing the Social Security Fairness Act, which fully repeals two unfair Social Security provisions known as the Windfall Elimination Provision (WEP) and Government Pension Offset (GPO). It was signed into law on January 5, 2024 after Cassidy successfully secured a vote on the Senate floor. Prior to the passage of the Social Security Fairness Act, WEP and GPO unfairly penalized 94,000 state and local public servants in Louisiana, including Louisiana sheriffs.
“No one should be penalized for serving their communities. For years, I have worked to make sure our police officers and all public servants receive the full Social Security benefits they have earned,” said Dr. Cassidy. “I stand committed to those who protect and serve Louisiana every day. Thank you to the Louisiana Sheriffs’ Association for this honor.”
Background
Last week, Cassidy led his colleagues in sending a letter to acting Social Security Commissioner Michelle King calling for the immediate implementation of the Social Security Fairness Act to provide full Social Security benefits for millions of public servants impacted by WEP and GPO.
Cassidy played a pivotal role in getting the Social Security Fairness Act signed into law on January 5, 2025. Cassidy successfully demanded a vote on the Social Security Fairness Act. In July 2024 and again in December, Cassidy spoke on the U.S. Senate floor urging Congress to repeal WEP and GPO as part of his “Big Idea” to save, strengthen, and secure America’s retirement system. In June, Cassidy entered a statement into the record urging the repeal of WEP and GPO ahead of the U.S. Senate Finance Subcommittee field hearing on Social Security.
Cassidy is a long-time cosponsor of the Social Security Fairness Act in the Senate, being an original cosponsor since he became a Member of Congress in 2009. He led the introduction of the legislation in the 117th and 116th Congress.
Cassidy led a bipartisan working group to preserve and protect Social Security. He released the inaugural Bill on the Hill video where he asked Capitol Hill visitors from across the country their thoughts on the looming benefit cuts to Social Security and presented his “Big Idea.”
Last March, Cassidy grilled U.S. Treasury Secretary Janet Yellen on President Biden’s plan to address Social Security, to which Secretary Yellen admitted “the president doesn’t have a plan,” to save Social Security.
Cassidy has discussed the “Big Idea” at a public forum with AARP on the future of Social Security, outlined his Social Security plan in a fireside chat with the Bipartisan Policy Committee, and authored op-eds in the Washington Examiner in July, the Wall Street Journal in March, and State Affairs and Washington Post in May.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Schatz Introduces Bipartisan Legislation To Protect Post Offices in Hawai’i and Across the Country, Help Ensure Regular Delivery of Mail to Residents

US Senate News:

Source: United States Senator for Hawaii Brian Schatz

WASHINGTON — At a time when the United States Postal Service (USPS) is under strain due to a lack of carriers and supply shortages, communities across the country have reported struggles in conveying needs to the USPS and have experienced sudden and surprising post office closures. U.S. Senators Brian Schatz (D-Hawai‘i) and Mike Crapo (R-Idaho) introduced legislation to improve access to local USPS post offices. The Mandating Advisable and Informed Locations and Solutions (MAILS) Act would require more community input before relocating a post office as well as encourage recommendations from municipalities to request additional post offices.

“In Hawai‘i, where many people live in rural or remote areas, the Postal Service is a lifeline for everything from essential goods to staying connected with loved ones,” said Senator Schatz. “Our bill ensures that people in Hawai‘i and across the country have a voice in decisions about keeping post offices in their communities.”

Schatz has led efforts in Congress to fully fund and protect post offices in Hawai‘i. In 2020, he included a provision in a government spending bill to ensure post offices across Hawai‘i were funded and remained open for residents.

The full text of the bill is available here.

MIL OSI USA News –

February 13, 2025
MIL-OSI Security: 2020 Census Contractor Agrees to Pay $8,000,000 to Settle Fraud Allegations

Source: Office of United States Attorneys

Maximus, Inc., a government services contractor based in Virginia, has agreed to pay the United States $8 million to resolve allegations that it misled the United States Census Bureau about the quality of its call handling as a contractor for the 2020 Census. The settlement resolves allegations brought by whistleblowers under the federal False Claims Act.

Maximus operated several multi-lingual call centers throughout the United States that took incoming calls from individuals with questions about Census operations and made outgoing calls to assist individuals in responding to the Census. Its contract with the United States Census Bureau also required Maximus to perform services to assess the quality and data accuracy of its call center operations. Maximus employed quality monitors to score calls for the accuracy of the call taker’s data input and adherence to standards of professionalism and decorum, based on a set of scoring standards agreed on between Maximus and the Census Bureau. In addition to compensation for its costs incurred, the contract provided that Maximus would receive an “award fee.” An “award fee” is a contract incentive paid to encourage contractors to meet certain contract goals. The Census Bureau used the call quality scores Maximus reported to help determine an appropriate “award fee” to pay Maximus.

The United States alleges that Maximus provided the Census Bureau inaccurate or misleading score information to improve the Census Bureau’s impression of the quality of Maximus’s work. While the contract required Maximus

to score a random sample of calls, the United States alleges that Maximus encouraged its quality monitors to choose which calls to score in a way designed to
improve the quality scores reported to the Census Bureau. The United States contends that Maximus did not tell the Census Bureau about these practices, which artificially increased the quality scores and permitted Maximus to receive greater award fees than it would have received with accurate reporting.

Maximus cooperated with the investigation. The claims asserted against Maximus are allegations only; there was no determination or admission of liability. The lawsuit does not allege that Maximus manipulated any census enumeration data it helped collect.

The lawsuit arose under the qui tam, or whistleblower, provisions of the False Claims Act. The False Claims Act permits private citizens with knowledge of fraud against the government to bring a lawsuit on behalf of the United States and share in the recovery. The whistleblowers will receive a $1.2 million share of the settlement.

“Government contractors must be honest and accurate in their reporting to their government partners. This is particularly true when the information they report affects the amount the government pays them. Our office is committed to holding accountable contractors that enrich themselves by misleading American taxpayers,” said United States Attorney Timothy T. Duax.

“The U.S. Department of Commerce, Office of Inspector General is dedicated to investigating schemes to defraud U.S. Census Bureau contracts and programs,” said Special Agent-in-Charge Eric Arcand with the United States Department of Commerce Office of Inspector General (Commerce-OIG). “Census data informs policy and decision-making at all levels of government, and fraud affecting any aspect of the Census Bureau’s programs must not be tolerated. We are committed to protecting the Census Bureau’s funding and programs from fraud, waste, and abuse. We also appreciate the Department of Justice and the U.S. Attorney’s Office for the Northern District of Iowa’s efforts toward resolving this matter.”

The case was handled by Assistant United States Attorneys

Brandon J. Gray and Brian J. Keogh and investigated by the Department of Commerce-OIG, particularly Assistant Special Agent-in-Charge Judd Leinum.

Follow us on X @USAO_NDIA.

MIL Security OSI –

February 13, 2025

MIL-OSI: Palomar Holdings, Inc. Reports Fourth Quarter & Full Year 2024 Results

Source: GlobeNewswire (MIL-OSI)

LA JOLLA, Calif., Feb. 12, 2025 (GLOBE NEWSWIRE) — Palomar Holdings, Inc. (NASDAQ:PLMR) (“Palomar” or “Company”) reported net income of $35.0 million, or $1.29 per diluted share, for the fourth quarter of 2024 compared to net income of $25.9 million, or $1.02 per diluted share, for the fourth quarter of 2023. Adjusted net income⁽¹⁾ was $41.3 million, or $1.52 per diluted share, for the fourth quarter of 2024 as compared to $28.0 million, or $1.11 per diluted share, for the fourth quarter of 2023.

Fourth Quarter 2024 Highlights

Gross written premiums increased by 23.3% to $373.7 million compared to $303.2 million in the fourth quarter of 2023
Net income increased 35.0% to $35.0 million compared to $25.9 million in the fourth quarter of 2023
Adjusted net income⁽¹⁾ increased 47.5% to $41.3 million compared to $28.0 million in the fourth quarter of 2023
Total loss ratio of 25.7% compared to 19.1% in the fourth quarter of 2023
Combined ratio of 75.9% compared to 74.2% in the fourth quarter of 2023
Adjusted combined ratio⁽¹⁾ of 71.7% compared to 68.8%, in the fourth quarter of 2023
Annualized return on equity of 19.5% compared to 23.2% in the fourth quarter of 2023
Annualized adjusted return on equity⁽¹⁾ of 23.1% compared to 25.1% in the fourth quarter of 2023

Full Year 2024 Highlights

Gross written premiums increased by 35.1% to $1.5 billion compared to $1.1 billion in 2023
Net income increased 48.4% to $117.6 million compared to $79.2 million in 2023
Adjusted net income⁽¹⁾ increased 42.8% to $133.5 million compared to $93.5 million in 2023
Total loss ratio of 26.4% compared to 21.0% in 2023
Combined ratio of 78.1% compared to 76.6% in 2023
Adjusted combined ratio⁽¹⁾ of 73.7% compared to 71.2% in 2023
Return on equity of 19.6% compared to 18.5% in 2023
Adjusted return on equity⁽¹⁾ of 22.2% compared to 21.9% in 2023

(1) See discussion of “Non-GAAP and Key Performance Indicators” below.

Mac Armstrong, Chairman and Chief Executive Officer, commented, “Palomar’s stellar 2024 was capped off by an exceptional fourth quarter. During the quarter, we generated gross written premiums growth of 23%, 39% when excluding run-off business from our results, adjusted net income growth of 48%, inclusive of $8.1 million of catastrophe losses, and, importantly, an adjusted return on equity of 23%. When looking at the full year we not only generated record gross written premiums and adjusted net income, but we grew our top and bottom-line 35% and 43%, respectively. Additionally, throughout 2024 we made significant investments across the organization that we believe will sustain our earnings base and profitable growth trajectory.” 

Mr. Armstrong continued, “Beyond the strong financial results of the fourth quarter and 2024, Palomar’s accomplishments were several and notable, highlighted by our AM Best upgrade and the acquisition of First Indemnity of America, our surety operation. Furthermore, we accomplished a Palomar 2X fundamental strategic objective by doubling our adjusted underwriting income for the 2021 period in a three-year timeframe. We are energized by our prospects to continue this profitable growth in 2025 and thereafter.” 

Underwriting Results

Gross written premiums increased 23.3% to $373.7 million compared to $303.2 million in the fourth quarter of 2023, additionally net earned premiums increased 54.6% compared to the prior year’s fourth quarter.

Losses and loss adjustment expenses for the fourth quarter were $37.2 million, comprised of $29.1 million of attritional losses and $8.1 million of catastrophe losses primarily related to Hurricane Milton. The loss ratio for the quarter was 25.7%, comprised of an attritional loss ratio of 20.1% and a catastrophe loss ratio of 5.6%, compared to a loss ratio of 19.1% during the same period last year, all comprised of attritional losses.

Underwriting income⁽¹⁾ for the fourth quarter was $34.9 million resulting in a combined ratio of 75.9% compared to underwriting income of $24.2 million resulting in a combined ratio of 74.2% during the same period last year. The Company’s adjusted underwriting income⁽¹⁾ was $41.0 million resulting in an adjusted combined ratio⁽¹⁾ of 71.7% in the fourth quarter compared to adjusted underwriting income⁽¹⁾ of $29.3 million and an adjusted combined ratio⁽¹⁾ of 68.8% during the same period last year.

Investment Results
Net investment income increased by 61.3% to $11.3 million compared to $7.0 million in the prior year’s fourth quarter. The increase was primarily due to higher yields on invested assets and a higher average balance of investments held during the three months ended December 31, 2024 due to cash generated from operations and proceeds from our August 2024 stock offering. The weighted average duration of the fixed-maturity investment portfolio, including cash equivalents, was 4.04 years at December 31, 2024. Cash and invested assets totaled $1.1 billion at December 31, 2024. During the fourth quarter, the Company recorded net realized and unrealized losses of $1.2 million related to its investment portfolio as compared to net realized and unrealized gains of $3.0 million in last year’s fourth quarter.

Tax Rate
The effective tax rate for the three months ended December 31, 2024 was 22.2% compared to 22.6% for the three months ended December 31, 2023. For the current quarter, the Company’s income tax rate differed from the statutory rate due primarily to the non-deductible executive compensation expense, offset by the permanent component of employee stock option exercises.

Stockholders’ Equity and Returns
Stockholders’ equity was $729.0 million at December 31, 2024, compared to $471.3 million at December 31, 2023. For the three months ended December 31, 2024, the Company’s annualized return on equity was 19.5% compared to 23.2% for the same period in the prior year while adjusted return on equity⁽¹⁾ was 23.1% compared to 25.1% for the same period in the prior year.

Full Year 2025 Outlook
For the full year 2025, the Company expects to achieve adjusted net income of $180 million to $192 million. This includes an estimate of $8 million to $12 million of catastrophe losses for the year.

Conference Call
As previously announced, Palomar will host a conference call Thursday, February 13, 2025, to discuss its fourth quarter 2024 results at 12:00 p.m. (Eastern Time). The conference call can be accessed live by dialing 1-877-423-9813 or for international callers, 1-201-689-8573, and requesting to be joined to the Palomar Fourth Quarter 2024 Earnings Conference Call. A replay will be available starting at 4:00 p.m. (Eastern Time) on February 13, 2025, and can be accessed by dialing 1-844-512-2921, or for international callers, 1-412-317-6671. The passcode for the replay is 13743970. The replay will be available until 11:59 p.m. (Eastern Time) on February 20, 2025.

Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the investor relations section of the Company’s website at http://ir.palomarspecialty.com/. The online replay will remain available for a limited time beginning immediately following the call.

About Palomar Holdings, Inc.
Palomar Holdings, Inc. is the holding company of subsidiaries Palomar Specialty Insurance Company (“PSIC”), Palomar Specialty Reinsurance Company Bermuda Ltd. (“PSRE”), Palomar Insurance Agency, Inc. (“PIA”), Palomar Excess and Surplus Insurance Company (“PESIC”), Palomar Underwriters Exchange Organization, Inc (“PUEO”), Palomar Crop Insurance Services, Inc, and First Indemnity of America Insurance Company (acquired 1/1/2025). Palomar’s consolidated results also include Laulima Reciprocal Exchange, a variable interest entity for which the Company is the primary beneficiary. Palomar is an innovative specialty insurer serving residential and commercial clients in five product categories: Earthquake, Inland Marine and Other Property, Casualty, Fronting, and Crop. Palomar’s insurance subsidiaries, Palomar Specialty Insurance Company, Palomar Specialty Reinsurance Company Bermuda Ltd., and Palomar Excess and Surplus Insurance Company, have a financial strength rating of “A” (Excellent) from A.M. Best.

Non-GAAP and Key Performance Indicators

Palomar discusses certain key performance indicators, described below, which provide useful information about the Company’s business and the operational factors underlying the Company’s financial performance.

Underwriting revenue is a non-GAAP financial measure defined as total revenue, excluding net investment income and net realized and unrealized gains and losses on investments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of total revenue calculated in accordance with GAAP to underwriting revenue.

Underwriting income is a non-GAAP financial measure defined as income before income taxes excluding net investment income, net realized and unrealized gains and losses on investments, and interest expense. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to underwriting income.

Adjusted net income is a non-GAAP financial measure defined as net income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook, net of tax impact. The Company calculates the tax impact only on adjustments which would be included in calculating its income tax expense using the estimated tax rate at which the company received a deduction for these adjustments. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of net income calculated in accordance with GAAP to adjusted net income.

Annualized Return on equity is net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period.

Annualized adjusted return on equity is a non-GAAP financial measure defined as adjusted net income expressed on an annualized basis as a percentage of average beginning and ending stockholders’ equity during the period. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of return on equity calculated using unadjusted GAAP numbers to adjusted return on equity.

Loss ratio, expressed as a percentage, is the ratio of losses and loss adjustment expenses, to net earned premiums.

Expense ratio, expressed as a percentage, is the ratio of acquisition and other underwriting expenses, net of commission and other income to net earned premiums.

Combined ratio is defined as the sum of the loss ratio and the expense ratio. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

Adjusted combined ratio is a non-GAAP financial measure defined as the sum of the loss ratio and the expense ratio calculated excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio.

Diluted adjusted earnings per share is a non-GAAP financial measure defined as adjusted net income divided by the weighted-average common shares outstanding for the period, reflecting the dilution which could occur if equity-based awards are converted into common share equivalents as calculated using the treasury stock method. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of diluted earnings per share calculated in accordance with GAAP to diluted adjusted earnings per share.

Catastrophe loss ratio is a non-GAAP financial measure defined as the ratio of catastrophe losses to net earned premiums. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of loss ratio calculated using unadjusted GAAP numbers to catastrophe loss ratio.

Adjusted combined ratio excluding catastrophe losses is a non-GAAP financial measure defined as adjusted combined ratio excluding the impact of catastrophe losses. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of combined ratio calculated using unadjusted GAAP numbers to adjusted combined ratio excluding catastrophe losses.

Adjusted underwriting income is a non-GAAP financial measure defined as underwriting income excluding the impact of certain items that may not be indicative of underlying business trends, operating results, or future outlook. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of income before income taxes calculated in accordance with GAAP to adjusted underwriting income.

Tangible stockholders’ equity is a non-GAAP financial measure defined as stockholders’ equity less goodwill and intangible assets. See “Reconciliation of Non-GAAP Financial Measures” for a reconciliation of stockholders’ equity calculated in accordance with GAAP to tangible stockholders’ equity.

Safe Harbor Statement
Palomar cautions you that statements contained in this press release may regard matters that are not historical facts but are forward-looking statements. These statements are based on the company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by Palomar that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in the Company’s business. The forward-looking statements are typically, but not always, identified through use of the words “believe,” “expect,” “enable,” “may,” “will,” “could,” “intends,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “potential,” “possible,” “should,” “continue,” and other words of similar meaning. Actual results could differ materially from the expectations contained in forward-looking statements as a result of several factors, including unexpected expenditures and costs, unexpected results or delays in development and regulatory review, regulatory approval requirements, the frequency and severity of adverse events and competitive conditions. These and other factors that may result in differences are discussed in greater detail in the Company’s filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Contact
Media Inquiries
Lindsay Conner
1-551-206-6217
lconner@plmr.com

Investor Relations
Jamie Lillis
1-203-428-3223
investors@plmr.com
Source: Palomar Holdings, Inc.

Summary of Operating Results:

The following tables summarize the Company’s results for the three months and year ended December 31, 2024 and 2023:

	Three Months Ended
	December 31,
	2024			2023			Change			% Change
	($ in thousands, except per share data)
Gross written premiums	$	373,723		$	303,152		$	70,571			23.3	%
Ceded written premiums		(204,492	)		(188,742	)		(15,750	)		8.3	%
Net written premiums		169,231			114,410			54,821			47.9	%
Net earned premiums		144,890			93,748			51,142			54.6	%
Commission and other income		750			1,586			(836	)		(52.7	)%
Total underwriting revenue ⁽¹⁾		145,640			95,334			50,306			52.8	%
Losses and loss adjustment expenses		37,176			17,896			19,280			107.7	%
Acquisition expenses, net of ceding commissions and fronting fees		40,585			29,005			11,580			39.9	%
Other underwriting expenses		32,947			24,210			8,737			36.1	%
Underwriting income ⁽¹⁾		34,932			24,223			10,709			44.2	%
Interest expense		(87	)		(824	)		737			(89.4	)%
Net investment income		11,318			7,015			4,303			61.3	%
Net realized and unrealized (losses) gains on investments		(1,201	)		3,044			(4,245	)		(139.5	)%
Income before income taxes		44,962			33,458			11,504			34.4	%
Income tax expense		9,997			7,564			2,433			32.2	%
Net income	$	34,965		$	25,894		$	9,071			35.0	%
Adjustments:
Net realized and unrealized losses (gains) on investments		1,201			(3,044	)		4,245			(139.5	)%
Expenses associated with transactions		922			478			444			92.9	%
Stock-based compensation expense		4,779			4,176			603			14.4	%
Amortization of intangibles		389			389			—			—	%
Tax impact		(964	)		103			(1,067	)		NM
Adjusted net income ⁽¹⁾	$	41,292		$	27,996		$	13,296			47.5	%
Key Financial and Operating Metrics
Annualized return on equity		19.5	%		23.2	%
Annualized adjusted return on equity ⁽¹⁾		23.1	%		25.1	%
Loss ratio		25.7	%		19.1	%
Expense ratio		50.2	%		55.1	%
Combined ratio		75.9	%		74.2	%
Adjusted combined ratio ⁽¹⁾		71.7	%		68.8	%
Diluted earnings per share	$	1.29		$	1.02
Diluted adjusted earnings per share ⁽¹⁾	$	1.52		$	1.11
Catastrophe losses	$	8,122		$	10
Catastrophe loss ratio ⁽¹⁾		5.6	%		—	%
Adjusted combined ratio excluding catastrophe losses ⁽¹⁾		66.1	%		68.8	%
Adjusted underwriting income ⁽¹⁾	$	41,022		$	29,266		$	11,756			40.2	%
NM – not meaningful

(1)- Indicates Non-GAAP financial measure- see above for definition of Non-GAAP financial measures and see below for reconciliation of Non-GAAP financial measures to their most directly comparable measures prepared in accordance with GAAP.


	Year Ended
	December 31,
	2024			2023			Change			% Change
	($ in thousands, except per share data)
Gross written premiums	$	1,541,962		$	1,141,558		$	400,404			35.1	%
Ceded written premiums		(897,111	)		(731,531	)		(165,580	)		22.6	%
Net written premiums		644,851			410,027			234,824			57.3	%
Net earned premiums		510,687			345,913			164,774			47.6	%
Commission and other income		2,784			3,367			(583	)		(17.3	)%
Total underwriting revenue ⁽¹⁾		513,471			349,280			164,191			47.0	%
Losses and loss adjustment expenses		134,759			72,592			62,167			85.6	%
Acquisition expenses, net of ceding commissions and fronting fees		149,657			107,745			41,912			38.9	%
Other underwriting expenses		117,113			88,172			28,941			32.8	%
Underwriting income ⁽¹⁾		111,942			80,771			31,171			38.6	%
Interest expense		(1,138	)		(3,775	)		2,637			(69.9	)%
Net investment income		35,824			23,705			12,119			51.1	%
Net realized and unrealized gains on investments		4,568			2,941			1,627			55.3	%
Income before income taxes		151,196			103,642			47,554			45.9	%
Income tax expense		33,623			24,441			9,182			37.6	%
Net income	$	117,573		$	79,201		$	38,372			48.4	%
Adjustments:
Net realized and unrealized gains on investments		(4,568	)		(2,941	)		(1,627	)		55.3	%
Expenses associated with transactions		1,479			706			773			109.5	%
Stock-based compensation expense		16,685			14,913			1,772			11.9	%
Amortization of intangibles		1,558			1,481			77			5.2	%
Expenses associated with catastrophe bond		2,483			1,640			843			51.4	%
Tax impact		(1,699	)		(1,480	)		(219	)		14.8	%
Adjusted net income ⁽¹⁾	$	133,511		$	93,520		$	39,991			42.8	%
Key Financial and Operating Metrics
Annualized return on equity		19.6	%		18.5	%
Annualized adjusted return on equity ⁽¹⁾		22.2	%		21.9	%
Loss ratio		26.4	%		21.0	%
Expense ratio		51.7	%		55.7	%
Combined ratio		78.1	%		76.6	%
Adjusted combined ratio ⁽¹⁾		73.7	%		71.2	%
Diluted earnings per share	$	4.48		$	3.13
Diluted adjusted earnings per share ⁽¹⁾	$	5.09		$	3.69
Catastrophe losses	$	27,846		$	3,442
Catastrophe loss ratio ⁽¹⁾		5.5	%		1.0	%
Adjusted combined ratio excluding catastrophe losses ⁽¹⁾		68.3	%		70.2	%
Adjusted underwriting income ⁽¹⁾	$	134,147		$	99,511		$	34,636			34.8	%

Condensed Consolidated Balance sheets

Palomar Holdings, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (unaudited) (in thousands, except shares and par value data)

	December 31, 2024			December 31, 2023
Assets
Investments:
Fixed maturity securities available for sale, at fair value (amortized cost: $973,330 in 2024; $675,130 in 2023)	$	939,046		$	643,799
Equity securities, at fair value (cost: $32,987 in 2024; $43,003 in 2023)		40,529			43,160
Equity method investment		2,277			2,617
Other investments		5,863			—
Total investments		987,715			689,576
Cash and cash equivalents		80,438			51,546
Restricted cash		101			306
Accrued investment income		8,440			5,282
Premium receivable		305,724			261,972
Deferred policy acquisition costs, net of ceding commissions and fronting fees		94,881			60,990
Reinsurance recoverable on paid losses and loss adjustment expenses		47,076			32,172
Reinsurance recoverable on unpaid losses and loss adjustment expenses		348,083			244,622
Ceded unearned premiums		276,237			265,808
Prepaid expenses and other assets		91,086			72,941
Deferred tax assets, net		8,768			10,119
Property and equipment, net		429			373
Goodwill and intangible assets, net		13,242			12,315
Total assets	$	2,262,220		$	1,708,022
Liabilities and stockholders’ equity
Liabilities:
Accounts payable and other accrued liabilities	$	70,079		$	42,376
Reserve for losses and loss adjustment expenses		503,382			342,275
Unearned premiums		741,692			597,103
Ceded premium payable		190,168			181,742
Funds held under reinsurance treaty		27,869			13,419
Income taxes payable		—			7,255
Borrowings from credit agreements		—			52,600
Total liabilities		1,533,190			1,236,770
Stockholders’ equity:
Preferred stock, $0.0001 par value, 5,000,000 shares authorized as of December 31, 2024 and December 31, 2023, 0 shares issued and outstanding as of December 31, 2024 and December 31, 2023		—			—
Common stock, $0.0001 par value, 500,000,000 shares authorized, 26,529,402 and 24,772,987 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively		3			3
Additional paid-in capital		493,656			350,597
Accumulated other comprehensive loss		(26,845	)		(23,991	)
Retained earnings		262,216			144,643
Total stockholders’ equity		729,030			471,252
Total liabilities and stockholders’ equity	$	2,262,220		$	1,708,022

Condensed Consolidated Income Statement

Palomar Holdings, Inc. and Subsidiaries Condensed Consolidated Statements of Income and Comprehensive Income (loss) (Unaudited) (in thousands, except shares and per share data)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2024			2023			2024			2023
Revenues:
Gross written premiums	$	373,723		$	303,152		$	1,541,962		$	1,141,558
Ceded written premiums		(204,492	)		(188,742	)		(897,111	)		(731,531	)
Net written premiums		169,231			114,410			644,851			410,027
Change in unearned premiums		(24,341	)		(20,662	)		(134,164	)		(64,114	)
Net earned premiums		144,890			93,748			510,687			345,913
Net investment income		11,318			7,015			35,824			23,705
Net realized and unrealized (losses) gains on investments		(1,201	)		3,044			4,568			2,941
Commission and other income		750			1,586			2,784			3,367
Total revenues		155,757			105,393			553,863			375,926
Expenses:
Losses and loss adjustment expenses		37,176			17,896			134,759			72,592
Acquisition expenses, net of ceding commissions and fronting fees		40,585			29,005			149,657			107,745
Other underwriting expenses		32,947			24,210			117,113			88,172
Interest expense		87			824			1,138			3,775
Total expenses		110,795			71,935			402,667			272,284
Income before income taxes		44,962			33,458			151,196			103,642
Income tax expense		9,997			7,564			33,623			24,441
Net income	$	34,965		$	25,894		$	117,573		$	79,201
Other comprehensive income, net:
Net unrealized (losses) gains on securities available for sale		(16,707	)		19,229			(2,854	)		12,524
Net comprehensive income	$	18,258		$	45,123		$	114,719		$	91,725
Per Share Data:
Basic earnings per share	$	1.32		$	1.05		$	4.61		$	3.19
Diluted earnings per share	$	1.29		$	1.02		$	4.48		$	3.13

Weighted-average common shares outstanding:
Basic		26,491,939			24,747,347			25,520,343			24,822,004
Diluted		27,206,225			25,272,149			26,223,842			25,327,091

Underwriting Segment Data

The Company has a single reportable segment and offers specialty insurance products. Gross written premiums (GWP) by product, location and company are presented below:

	Three Months Ended December 31,
	2024					2023
	($ in thousands)
			% of						% of						%
	Amount		GWP			Amount			GWP			Change			Change
Product (1)
Earthquake	$	146,757		39.3	%	$	122,087			40.3	%	$	24,670			20.2	%
Inland Marine and other Property		85,396		22.9	%		63,039			20.8	%		22,357			35.5	%
Casualty		68,484		18.3	%		32,323			10.7	%		36,161			111.9	%
Fronting		57,418		15.4	%		85,708			28.3	%		(28,290	)		(33.0	)%
Crop		15,668		4.2	%		(5	)		(0.0	)%		15,673			NM
Total Gross Written Premiums	$	373,723		100.0	%	$	303,152			100.0	%	$	70,571			23.3	%

NM- Not meaningful

	Year Ended December 31,
	2024					2023
	($ in thousands)
			% of					% of						%
	Amount		GWP			Amount		GWP			Change			Change
Product (1)
Earthquake	$	522,864		33.9	%	$	436,896		38.3	%	$	85,968			19.7	%
Inland Marine and Other Property		334,079		21.7	%		250,023		21.9	%		84,056			33.6	%
Fronting		333,188		21.6	%		352,141		30.8	%		(18,953	)		(5.4	)%
Casualty		235,592		15.3	%		90,388		7.9	%		145,204			160.6	%
Crop		116,239		7.5	%		12,110		1.1	%		104,129			859.9	%
Total Gross Written Premiums	$	1,541,962		100.0	%	$	1,141,558		100.0	%	$	400,404			35.1	%

(1) – Beginning in 2024, the Company has updated the categorization of its products to align with management’s current strategy and view of the business. Prior year amounts have been reclassified for comparability purposes. The recategorization is for presentation purposes only and does not impact overall gross written premiums.

	Three Months Ended December 31,										Year Ended December 31,
	2024					2023					2024					2023
	($ in thousands)										($ in thousands)
			% of					% of					% of					% of
	Amount		GWP			Amount		GWP			Amount		GWP			Amount		GWP
State
California	$	157,786		42.2	%	$	165,342		54.5	%	$	668,635		43.4	%	$	600,791		52.6	%
Texas		28,002		7.5	%		22,740		7.5	%		124,416		8.1	%		95,517		8.4	%
Hawaii		18,636		5.0	%		11,562		3.8	%		72,558		4.7	%		47,388		4.2	%
Washington		16,007		4.3	%		14,124		4.7	%		57,900		3.8	%		49,494		4.3	%
New York		14,756		3.9	%		6,775		2.2	%		38,919		2.5	%		18,424		1.6	%
Florida		8,855		2.4	%		11,286		3.7	%		67,008		4.3	%		47,595		4.2	%
Oregon		8,298		2.2	%		6,307		2.1	%		29,550		1.9	%		23,220		2.0	%
Illinois		7,176		1.9	%		6,697		2.2	%		20,901		1.4	%		22,340		2.0	%
Other		114,207		30.6	%		58,319		19.2	%		462,075		30.0	%		236,789		20.7	%
Total Gross Written Premiums	$	373,723		100.0	%	$	303,152		100.0	%	$	1,541,962		100.0	%	$	1,141,558		100.0	%

	Three Months Ended December 31,										Year Ended December 31,
	2024					2023					2024					2023
	($ in thousands)										($ in thousands)
			% of					% of					% of					% of
	Amount		GWP			Amount		GWP			Amount		GWP			Amount		GWP
Subsidiary
PSIC	$	170,275		45.6	%	$	156,590		51.7	%	$	823,263		53.4	%	$	653,809		57.3	%
PESIC		188,496		50.4	%		146,562		48.3	%		661,404		42.9	%		487,749		42.7	%
Laulima		14,952		4.0	%		—		—	%		57,295		3.7	%		—		—	%
Total Gross Written Premiums	$	373,723		100.0	%	$	303,152		100.0	%	$	1,541,962		100.0	%	$	1,141,558		100.0	%

Gross and net earned premiums

The table below shows the amount of premiums the Company earned on a gross and net basis and the Company’s net earned premiums as a percentage of gross earned premiums for each period presented:

	Three Months Ended												Year Ended
	December 31,												December 31,
	2024			2023			Change			% Change			2024			2023			Change			% Change
	($ in thousands)												($ in thousands)
Gross earned premiums	$	371,654		$	276,502		$	95,152			34.4	%	$	1,397,369		$	1,015,722		$	381,647			37.6	%
Ceded earned premiums		(226,764	)		(182,754	)		(44,010	)		24.1	%		(886,682	)		(669,809	)		(216,873	)		32.4	%
Net earned premiums	$	144,890		$	93,748		$	51,142			54.6	%	$	510,687		$	345,913		$	164,774			47.6	%

Net earned premium ratio		39.0	%		33.9	%								36.5	%		34.1	%

Loss detail

	Three Months Ended											Year Ended
	December 31,											December 31,
	2024			2023			Change		% Change			2024			2023			Change		% Change
	($ in thousands)											($ in thousands)
Catastrophe losses	$	8,122		$	10		$	8,112		NM		$	27,846		$	3,442		$	24,404		NM
Non-catastrophe losses		29,054			17,886			11,168		62.4	%		106,913			69,150			37,763		54.6	%
Total losses and loss adjustment expenses	$	37,176		$	17,896		$	19,280		107.7	%	$	134,759		$	72,592		$	62,167		85.6	%

Catastrophe loss ratio		5.6	%		0.0	%							5.5	%		1.0	%
Non-catastrophe loss ratio		20.1	%		19.1	%							20.9	%		20.0	%
Total loss ratio		25.7	%		19.1	%							26.4	%		21.0	%
NM-Not meaningful

The following table represents a reconciliation of changes in the ending reserve balances for losses and loss adjustment expenses:

	Three Months Ended December 31,						Year Ended December 31,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Reserve for losses and LAE net of reinsurance recoverables at beginning of period	$	137,274		$	92,178		$	97,653		$	77,520
Add: Incurred losses and LAE, net of reinsurance, related to:
Current year		37,575			19,409			137,798			70,363
Prior years		(399	)		(1,513	)		(3,039	)		2,229
Total incurred		37,176			17,896			134,759			72,592
Deduct: Loss and LAE payments, net of reinsurance, related to:
Current year		15,675			5,417			43,582			19,631
Prior years		3,476			7,004			33,531			32,828
Total payments		19,151			12,421			77,113			52,459
Reserve for losses and LAE net of reinsurance recoverables at end of period		155,299			97,653			155,299			97,653
Add: Reinsurance recoverables on unpaid losses and LAE at end of period		348,083			244,622			348,083			244,622
Reserve for losses and LAE gross of reinsurance recoverables on unpaid losses and LAE at end of period	$	503,382		$	342,275		$	503,382		$	342,275

Reconciliation of Non-GAAP Financial Measures

For the three months and year ended December 31, 2024 and 2023, the Non-GAAP financial measures discussed above reconcile to their most comparable GAAP measures as follows:

Underwriting revenue

	Three Months Ended						Year Ended
	December 31,						December 31,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Total revenue	$	155,757		$	105,393		$	553,863		$	375,926
Net investment income		(11,318	)		(7,015	)		(35,824	)		(23,705	)
Net realized and unrealized (gains) losses on investments		1,201			(3,044	)		(4,568	)		(2,941	)
Underwriting revenue	$	145,640		$	95,334		$	513,471		$	349,280

Underwriting income and adjusted underwriting income

	Three Months Ended						Year Ended
	December 31,						December 31,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Income before income taxes	$	44,962		$	33,458		$	151,196		$	103,642
Net investment income		(11,318	)		(7,015	)		(35,824	)		(23,705	)
Net realized and unrealized losses (gains) on investments		1,201			(3,044	)		(4,568	)		(2,941	)
Interest expense		87			824			1,138			3,775
Underwriting income	$	34,932		$	24,223		$	111,942		$	80,771
Expenses associated with transactions		922			478			1,479			706
Stock-based compensation expense		4,779			4,176			16,685			14,913
Amortization of intangibles		389			389			1,558			1,481
Expenses associated with catastrophe bond		—			—			2,483			1,640
Adjusted underwriting income	$	41,022		$	29,266		$	134,147		$	99,511

Adjusted net income

	Three Months Ended						Year Ended
	December 31,						December 31,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Net income	$	34,965		$	25,894		$	117,573		$	79,201
Adjustments:
Net realized and unrealized losses (gains) on investments		1,201			(3,044	)		(4,568	)		(2,941	)
Expenses associated with transactions		922			478			1,479			706
Stock-based compensation expense		4,779			4,176			16,685			14,913
Amortization of intangibles		389			389			1,558			1,481
Expenses associated with catastrophe bond		—			—			2,483			1,640
Tax impact		(964	)		103			(1,699	)		(1,480	)
Adjusted net income	$	41,292		$	27,996		$	133,511		$	93,520

Annualized adjusted return on equity

	Three Months Ended						Year Ended
	December 31,						December 31,
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Annualized adjusted net income	$	165,168		$	111,984		$	133,511		$	93,520
Average stockholders’ equity	$	716,171		$	446,293		$	600,140		$	428,002
Annualized adjusted return on equity		23.1	%		25.1	%		22.2	%		21.9	%

Adjusted combined ratio

	Three Months Ended						Year Ended
	December 31,						December 31,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income	$	109,958		$	69,525		$	398,745		$	265,142
Denominator: Net earned premiums	$	144,890		$	93,748		$	510,687		$	345,913
Combined ratio		75.9	%		74.2	%		78.1	%		76.6	%
Adjustments to numerator:
Expenses associated with transactions	$	(922	)	$	(478	)	$	(1,479	)	$	(706	)
Stock-based compensation expense		(4,779	)		(4,176	)		(16,685	)		(14,913	)
Amortization of intangibles		(389	)		(389	)		(1,558	)		(1,481	)
Expenses associated with catastrophe bond		—			—			(2,483	)		(1,640	)
Adjusted combined ratio		71.7	%		68.8	%		73.7	%		71.2	%

Diluted adjusted earnings per share

	Three Months Ended				Year Ended
	December 31,				December 31,
	2024		2023		2024		2023
	(in thousands, except per share data)				(in thousands, except per share data)

Adjusted net income	$	41,292	$	27,996	$	133,511	$	93,520
Weighted-average common shares outstanding, diluted		27,206,225		25,272,149		26,223,842		25,327,091
Diluted adjusted earnings per share	$	1.52	$	1.11	$	5.09	$	3.69

Catastrophe loss ratio

	Three Months Ended						Year Ended
	December 31,						December 31,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Numerator: Losses and loss adjustment expenses	$	37,176		$	17,896		$	134,759		$	72,592
Denominator: Net earned premiums	$	144,890		$	93,748		$	510,687		$	345,913
Loss ratio		25.7	%		19.1	%		26.4	%		21.0	%

Numerator: Catastrophe losses	$	8,122		$	10		$	27,846		$	3,442
Denominator: Net earned premiums	$	144,890		$	93,748		$	510,687		$	345,913
Catastrophe loss ratio		5.6	%		0.0	%		5.5	%		1.0	%

Adjusted combined ratio excluding catastrophe losses

	Three Months Ended						Year Ended
	December 31,						December 31,
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Numerator: Sum of losses and loss adjustment expenses, acquisition expenses, and other underwriting expenses, net of commission and other income	$	109,958		$	69,525		$	398,745		$	265,142
Denominator: Net earned premiums	$	144,890		$	93,748		$	510,687		$	345,913
Combined ratio		75.9	%		74.2	%		78.1	%		76.6	%
Adjustments to numerator:
Expenses associated with transactions	$	(922	)	$	(478	)	$	(1,479	)	$	(706	)
Stock-based compensation expense		(4,779	)		(4,176	)		(16,685	)		(14,913	)
Amortization of intangibles		(389	)		(389	)		(1,558	)		(1,481	)
Expenses associated with catastrophe bond		—			—			(2,483	)		(1,640	)
Catastrophe losses		(8,122	)		(10	)		(27,846	)		(3,442	)
Adjusted combined ratio excluding catastrophe losses		66.1	%		68.8	%		68.3	%		70.2	%

Tangible Stockholders’ equity

	December 31,			December 31,
	2024			2023
	(in thousands)
Stockholders’ equity	$	729,030		$	471,252
Goodwill and intangible assets		(13,242	)		(12,315	)
Tangible stockholders’ equity	$	715,788		$	458,937

The MIL Network –

February 13, 2025

MIL-OSI: QXO Proposes Full Slate of Independent Directors for Election at Beacon Roofing Supply’s 2025 Annual Meeting

Source: GlobeNewswire (MIL-OSI)

GREENWICH, Conn., Feb. 12, 2025 (GLOBE NEWSWIRE) — QXO, Inc. (NYSE: QXO) announced today that it has informed Beacon Roofing Supply, Inc. (Nasdaq: BECN) that it will propose 10 independent director nominees at Beacon’s 2025 Annual Meeting of Shareholders to replace Beacon’s Board of Directors.

The slate of independent nominees includes current and former senior executives and directors of leading global companies who were selected for their deep expertise with large-scale corporate transformations, extensive knowledge of the building products and distribution sectors, and track records of unlocking shareholder value.

“We are proposing a slate of high-caliber, independent director nominees who are astute at delivering value to shareholders of large public companies,” said Brad Jacobs, chairman and chief executive officer of QXO. “If elected, our nominees would give Beacon’s shareholders a direct voice in advocating for an independent evaluation of QXO’s proposal.”

On January 27, 2025, QXO commenced a tender offer to purchase all outstanding shares of Beacon for $124.25 per share in cash for an aggregate enterprise value of approximately $11 billion, representing a 37% premium to Beacon’s 90-day unaffected volume-weighted average price per share as of November 15, 2024, when news of QXO’s offer was first brought to public attention. QXO’s offer price of $124.25 per share is higher than Beacon’s shares have ever traded. QXO’s tender offer will be outstanding until 12:00 midnight (New York City time) at the end of February 24, 2025. QXO has received antitrust clearance for the acquisition in both the U.S. and Canada and is prepared to complete it shortly after the offer expires, subject to the terms of the offer.

QXO intends to solicit proxies from Beacon stockholders by filing a proxy statement and universal WHITE proxy voting card for Beacon’s 2025 Annual Meeting. Beacon stockholders can choose to replace Beacon’s current directors and elect the 10 new directors proposed by QXO by voting “FOR” on the universal WHITE proxy card. Stockholders can cast their vote prior to or at Beacon’s 2025 Annual Meeting, which is expected to be held in May.

Nominees

QXO’s independent nominees for Beacon’s Board of Directors are:

Sheree Bargabos: Sheree Bargabos served as president, roofing and asphalt for over a decade with Owens Corning (NYSE: OC), a global manufacturer of building and composite material systems. During her 37-year tenure with the company, she held a variety of leadership roles, including vice president, customer experience, roofing. More recently, Ms. Bargabos was a non-executive director of the board and member of the governance committee of PGT Innovations, Inc. (formerly NYSE: PGTI), a manufacturer of high-performance windows and doors, until the company was acquired by MITER Brands in 2024. Since 2018, she has served on the board of Steel Dynamics, Inc. (Nasdaq: STLD), a leading steel producer in the U.S., where she sits on the audit and compensation committees.

Paul Camuti: Paul Camuti is the former executive vice president and chief technology and sustainability officer of Trane Technologies plc (NYSE: TT), a global leader in HVAC and refrigeration solutions for residential, commercial, and industrial markets, which separated from Ingersoll Rand, Inc. (NYSE: IR) in 2020. Prior to that, Mr. Camuti served as chief technology officer, corporate sustainability, and senior vice president, innovation, at Ingersoll Rand for nine years. Earlier, he spent 13 years at Siemens AG (OTC: SIEGY), holding various divisional executive leadership roles. Mr. Camuti currently serves on the board of Garrett Motion, Inc. (Nasdaq: GTX) and previously served on the board of The ExOne Company (formerly Nasdaq: XONE).

Karel Czanderna: Karel Czanderna is the former president, chief executive officer and a board director of Flexsteel Industries, Inc. (Nasdaq: FLXS), a global leader in the design and production of residential furniture. Prior to Flexsteel, she was group president of the building materials division of Owens Corning (NYSE: OC) and earlier held divisional executive leadership roles with Whirlpool Corp. (NYSE: WHR). Ms. Czanderna serves on the boards of Cibo Vita, Inc. and Soteria Flexibles, and previously served on the board of BlueLinx Holdings Inc. (NYSE: BXC), a wholesale distributor of building and industrial products.

Jonathan Foster: Jonathan Foster is the founder and a managing director of Current Capital Partners, an independent advisory and merchant banking firm. His 35-year career in financial and investment services includes 10 years with Lazard, Inc. (NYSE: LAZ), where he rose to managing director. He has served on more than 40 corporate boards, including current roles on the boards of Berry Global Group, Inc. (NYSE: BERY), Five Point Holdings, LLC (NYSE: FPH), and Lear Corp. (NYSE: LEA). Previously, he was a director and the audit committee chair of door manufacturer Masonite International Corp. for 15 years and served on the special transaction committee during the company’s sale to Owens Corning (NYSE: OC).

Mauro Gregorio: Mauro Gregorio is the former president of Performance Materials & Coatings at Dow Inc. (NYSE: DOW), a global leader in materials science. He previously served as chief executive officer of Dow Silicones Corp., formerly Dow Corning, and president of Dow Consumer Solutions. Mr. Gregorio serves on the board of Eagle Materials, Inc. (NYSE: EXP), a construction products manufacturer, and sits on the audit and corporate governance, nominating and sustainability committees. Mr. Gregorio also serves on the board of Radius Recycling, Inc. (Nasdaq: RDUS), formerly Schnitzer Steel Industries, Inc., and sits on the audit and compensation and human resources committees.

Michael Lenz: Michael Lenz is the former chief financial officer of FedEx Corp. (NYSE: FDX), overseeing all financial functions within its portfolio of transportation, e-commerce and supply chain management services. He held a variety of senior roles during his 18-year tenure with FedEx, including senior vice president and treasurer. Prior to FedEx, he was with American Airlines Group, Inc. (NYSE: AAL) for 11 years in investor relations, international network, and strategic planning roles. Mr. Lenz serves on the board of Methodist Le Bonheur Healthcare.

Teresa May: Teresa May is the president and owner of H+G Advisory, LLC and an advisor for portfolio operations at private equity firm KPS Capital Partners. Her 25-year career as an international growth and strategic marketing executive includes prior positions as chief marketing officer for American Woodmark Corp. (Nasdaq: AMWD), head of global strategic marketing for Owens Corning (NYSE: OC), and president of healthcare and chief strategy officer of security solutions for Stanley Black & Decker, Inc. (NYSE: SWK). Ms. May is a member of the board of Fluidmaster, Inc., a global leader in water management, and previously served on the boards of American Woodmark and Transcendia, Inc.

Stephen Newlin: Stephen Newlin is the former president, chief executive officer and chairman of the board of Univar Solutions, Inc. (NYSE: UNVR), a global chemicals distributor. Prior to Univar, he was president, chief executive officer and chairman of PolyOne Corp., now Avient Corp. (NYSE: AVNT), a specialty polymer manufacturer and distributor. Mr. Newlin is currently chairman of the board of Oshkosh Corp. (NYSE: OSK), a global equipment manufacturer, where he also sits on the audit, governance, and human resource committees. He previously served on the boards of The Chemours Company (NYSE: CC) and Valspar Corp (NYSE: VAL), prior to its acquisition by Sherwin Williams in 2017.

Joseph Reitmeier: Joseph Reitmeier is the former chief financial officer of Lennox International, Inc. (NYSE: LII), a global manufacturer of residential and commercial climate control solutions and refrigeration systems. Since 2016, he has served on the board of Watts Water Technologies, Inc. (NYSE: WTS), a global leader of water quality solutions. Mr. Reitmeier currently sits on the board’s audit committee, the governance and sustainability committees, and previously served on the nominating and corporate governance committee.

Wendy Whiteash: Wendy Whiteash is the former executive vice president, integration and strategic priorities, for US LBM Holdings, LLC, a leading distributor of roofing, siding, windows, doors, decking, and engineered components. Earlier, she served as US LBM’s chief human resources officer. Ms. Whiteash spent the first 17 years of her career with Ferguson Enterprises, Inc. (NYSE: FERG), the largest U.S. value-added distributor of plumbing, heating, ventilation, air conditioning and MRO solutions, where she held various roles in finance, operations and human resources.

Advisors

Morgan Stanley & Co. LLC is acting as lead financial advisor to QXO, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel.

About QXO

QXO provides technology solutions, primarily to clients in the manufacturing, distribution and service sectors. The company provides consulting and professional services, including specialized programming, training and technical support, and develops proprietary software. As a value-added reseller of business application software, QXO offers solutions for accounting, financial reporting, enterprise resource planning, warehouse management systems, customer relationship management, business intelligence and other applications. QXO plans to become a tech-forward leader in the $800 billion building products distribution industry. The company is targeting tens of billions of dollars of annual revenue in the next decade through accretive acquisitions and organic growth. Visit www.qxo.com for more information.

Forward-Looking Statements

This communication contains forward-looking statements. Statements that are not historical facts, including statements about beliefs, expectations, targets, goals, regulatory approval timing and nominating directors are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Such factors include but are not limited to: the ultimate outcome of any possible transaction between QXO, Inc. (“QXO”) and Beacon Roofing Supply, Inc. (“Beacon”), including the possibility that the parties will not agree to pursue a business combination transaction or that the terms of any definitive agreement will be materially different from those proposed; uncertainties as to whether Beacon will cooperate with QXO regarding the proposed transaction; the ultimate result should QXO commence a proxy contest for election of directors to Beacon’s Board of Directors; QXO’s ability to consummate the proposed transaction with Beacon; the conditions to the completion of the proposed transaction, including the receipt of any required shareholder approvals and any required regulatory approvals; QXO’s ability to finance the proposed transaction; the substantial indebtedness QXO expects to incur in connection with the proposed transaction and the need to generate sufficient cash flows to service and repay such debt; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed transaction or the public announcement of the proposed transaction; QXO’s ability to retain certain key employees; and general economic conditions that are less favorable than expected. QXO cautions that forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. QXO does not assume any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

Important Additional Information and Where to Find It

This communication is for informational purposes only and does not constitute a recommendation, an offer to purchase or a solicitation of an offer to sell Beacon securities. QXO and Queen MergerCo, Inc. (the “Purchaser”) filed a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) on January 27, 2025, and Beacon filed a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer with the SEC on February 6, 2025. Investors and security holders are urged to carefully read the Tender Offer Statement (including the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as each may be amended or supplemented from time to time) and the Solicitation/Recommendation Statement as these materials contain important information that investors and security holders should consider before making any decision regarding tendering their common stock, including the terms and conditions of the tender offer. The Tender Offer Statement, Offer to Purchase, Solicitation/Recommendation Statement and related materials are filed with the SEC, and investors and security holders may obtain a free copy of these materials and other documents filed by QXO and Beacon with the SEC at the website maintained by the SEC at www.sec.gov. In addition, the Tender Offer Statement and other documents that QXO and the Purchaser file with the SEC will be made available to all investors and security holders of Beacon free of charge from the information agent for the tender offer: Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022, toll-free telephone: +1 (888) 750-5834.

QXO and the other participants intend to file a preliminary proxy statement and accompanying WHITE universal proxy card with the SEC to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2025 Annual Meeting of stockholders of Beacon. QXO strongly advises all stockholders of Beacon to read the preliminary proxy statement, any amendments or supplements to such proxy statement, and other proxy materials filed by QXO with the SEC as they become available because they will contain important information. Such proxy materials will be available at no charge on the SEC’s website at www.sec.gov and at QXO’s website at investors.qxo.com. In addition, the participants in this proxy solicitation will provide copies of the proxy statement, and other relevant documents, without charge, when available, upon request. Requests for copies should be directed to the participants’ proxy solicitor.

Certain Information Concerning the Participants

The participants in the proxy solicitation are anticipated to be QXO, Brad Jacobs, Ihsan Essaid, Matt Fassler, Mark Manduca, Sheree Bargabos, Paul Camuti, Karel Czanderna, Jonathan Foster, Mauro Gregorio, Michael Lenz, Teresa May, Stephen Newlin, Joseph Reitmeier and Wendy Whiteash. As of the date of this communication, QXO owns 100 shares of common stock of Beacon in record name and Ms. Czanderna may be deemed to beneficially own 10 shares of common stock of Beacon held in a trust, for which Ms. Czanderna’s husband serves as trustee. As of the date of this communication, none of the other participants has any direct or indirect interest, by security holdings or otherwise, in Beacon.

Media Contacts

Joe Checkler
joe.checkler@qxo.com
203-609-9650

Steve Lipin / Lauren Odell
Gladstone Place Partners
212-230-5930

Investor Contacts

Mark Manduca
mark.manduca@qxo.com
203-321-3889

Scott Winter / Jonathan Salzberger
Innisfree M&A Incorporated
212-750-5833

The MIL Network –

February 13, 2025
MIL-OSI USA: Senator Wicker Appointed Chairman of the U.S. Helsinki Commission for the 119th Congress

US Senate News:

Source: United States Senator for Mississippi Roger Wicker
WASHINGTON — The Presiding Officer, on behalf of the Vice President, last week announced the appointment of U.S. Senator Roger Wicker, R-Miss., as chairman of the Commission on Security and Cooperation in Europe, also known as the U.S. Helsinki Commission, for the 119th Congress.
“I am honored to be named chairman of the Helsinki Commission. European security is always good for the United States. For nearly fifty years, the Helsinki Commission has protected human rights, advanced democracy, and increased economic cooperation across the globe,” said Senator Wicker. “Today’s challenges are no less urgent. I look forward to working on a bicameral, bipartisan basis to seek a just end to Russia’s war on Ukraine, a stronger NATO alliance, and an international order that serves our national interest.”
Senator Wicker assumes the chairmanship at a pivotal moment for transatlantic security. Russia is waging the largest land war in Europe since World War II, threatening not only Ukraine’s future and independence, but also the security and sovereignty of U.S. allies and partners in Europe. In the South Caucasus, Armenia and Azerbaijan have a generational opportunity to reach a durable peace agreement after decades of violence and upheaval. Meanwhile, the republic of Georgia’s democracy stands at a crossroads as the Georgian Dream party attempts to drag the country towards Russia and away from their chosen path of Euro-Atlantic integration. As we approach the 30th anniversary of the signing of the Dayton Peace Accords, Bosnia and Herzegovina and the broader Western Balkans region must chart a way through the dangers of violent division and toward greater alignment and integration with Western institutions. At this historic juncture, the United States has an opportunity to pursue policies that promote regional stability and strengthen the rules-based international order so that it continues to safeguard American security and prosperity.
Senator Roger Wicker has served on the U.S. Helsinki Commission since 2009, where he has consistently championed democratic values, the rule of law, and peace and security in the OSCE region. He served as a Vice President of the OSCE Parliamentary Assembly (OSCE PA) from 2017 to 2024. From November 2014 to July 2017, Senator Wicker chaired the OSCE PA Committee on Political Affairs and Security, where his work centered on sustaining constructive security dialogue among all participating states and ensuring compliance with international commitments.
Senator Wicker is currently the Chairman of the Senate Armed Services Committee and serves as a member of the U.S. Merchant Marine Academy Congressional Board of Visitors. He has also served as Chairman and Ranking Member of the Senate Committee on Commerce, Science, and Transportation.
Senator Wicker served on active duty in the U.S. Air Force and then joined the Air Force Reserve. He retired from the Reserve in 2004 with the rank of lieutenant colonel.
A native of Pontotoc, Mississippi, Senator Wicker received his B.A. and law degrees from the University of Mississippi. He is married to the former Gayle Long of Tupelo. They have three children and eight grandchildren.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Graham Statement on Gabbard Confirmation

US Senate News:

Source: United States Senator for South Carolina Lindsey Graham

WASHINGTON – U.S. Senator Lindsey Graham (R-South Carolina) today made this statement after voting to confirm Tulsi Gabbard as the next Director of National Intelligence (DNI). Gabbard was confirmed by a vote of 52-48.

“I am very glad to support Tulsi Gabbard to be the next Director of National Intelligence. Tulsi is an Army officer who has served our country faithfully and well for over two decades. I’ve known her for a long time, and we served in the same Capitol Hill reserve unit,” said Senator Graham. “Every president deserves their team. Tulsi has the trust of President Trump, and I’m sure she will serve him well.”

MIL OSI USA News –

February 13, 2025
MIL-OSI Canada: New appointments to Agricultural Products Marketing Council
The council is a public agency that oversees agricultural marketing boards and commissions to ensure they are implementing governance best practices, provides policy advice to the minister of Agriculture and Irrigation, and administers legislation for the agricultural industry and government.

“This is an important board, whose membership includes people with excellent agricultural credentials and experience. It provides the government with advice to ensure our ag industry remains competitive and innovative, while attracting investment, creating jobs and putting food on the tables of Alberta families and families across the country and around the world.”

RJ Sigurdson, Minister of Agriculture and Irrigation

Three appointees are returning for a second term, including the new council chair, John Buckley, and vice-chair, Henricus Bos. The new chair and vice-chair will assume their executive positions effective March 21, 2025. The third appointment for a second term is council member John Guelly.

Susan Novak continues to serve as the government’s representative.

“I am honoured to be appointed chair of the Marketing Council board. I’ve enjoyed the past three years on council, particularly helping amalgamate the former wheat and barley commissions and our continued focus on marketing board and commission bylaws. I look forward to working with my fellow council members, our boards and commissions and Minister Sigurdson to help ensure agriculture remains a strong and thriving sector in Alberta.”

John Buckley, chair of the Alberta Agricultural Products Marketing Council

Three other members are either completing their terms or have decided to resign due to other priorities. They will be replaced by three new council members, who will infuse new ideas and perspectives into the council. They are:
- Ian Chitwood
- Susan Schafers
- David Moss
The new council members will start their first term on March 21, 2025.

The government appoints council members using an open and competitive application and members are chosen based on experience and credentials.

Quick facts
- The Alberta Agricultural Products Marketing Council is established under the Marketing of Agricultural Products Act. The council currently has seven members, including a Government of Alberta representative.
- Council members can serve a maximum of two consecutive terms (one term is three years) and are appointed by an order-in-council.
Related information – Biographies

John Buckley: John and his wife operate a cow-calf operation southwest of Cochrane. John has 40 years of experience in the livestock industry. John has been active in his community and industry and continues to be involved with a number of organizations and groups. His passion for rangelands, specifically grasslands, fuels his desire to operate in such a way that leaves the land in a better state than when he started operating on it, creating opportunity for future generations.

Henricus Bos: Hennie is a farmer, on-farm processor and industry leader. He has filled many leadership roles in the Alberta and Canadian dairy industry as director and chair of Alberta Milk, as well as commissioner at the Canadian Dairy Commission. Being involved provincially and nationally in the dairy industry, combined with Bles-Wold yogurt processing experience, Hennie knows the industry and supply management well. Hennie holds a bachelor of science in dairy science and has completed several governance and business courses.

John Guelly: John is a third-generation grain and oilseed farmer from north-central Alberta. He, his wife and two children have been farming for more than 30 years. John was a regional director for Alberta Canola from 2015-2021 (chair from 2019-2021), and has served on numerous other local, provincial, and national boards and committees in the agricultural industry. John graduated from the University of Alberta with a B.Sc. in agricultural engineering and previously worked full-time in manufacturing, as well as consulting while operating the farm.

Ian Chitwood: Ian is a farmer and a professor who works with students to advance agriculture. Ian has extensive board experience with Alberta Canola, Agsafe Alberta and Verb Theatre. Ian has a PhD in business from Athabasca University, a MBA, a M.A., and a B.Comm from the University of Alberta.

Susan Schafers: Susan is a second-generation pullet and cattle farmer who is past chair for Egg Farmers of Alberta and current chair for Parkland County’s Agricultural Service Board. Susan has broad experience serving on local, provincial and national boards as well as various committees. She has strong governance training and experience in facilitation and consensus building. She holds a B.Sc. in agriculture and food business management from the University of Alberta.

David Moss: David is the director of business development (Animal Agriculture) for TELUS Agriculture. Previously, he was the general manager of the Canadian Cattle Association where he led the animal health file and worked closely with the Government of Canada and the Canadian Food Inspection Agency on numerous files, including co-chairing the working group responsible for Canada regaining negligible-risk status for bovine spongiform encephalopathy (BSE) by the World Organization for Animal Health. He was co-founder and vice-president of AgriClear LP, an enterprise level online agri-business marketplace joint venture with the TMX Group. He has also held executive roles at ITS Global and Livestock Identification Services. An entrepreneur by nature, David has been in the agriculture industry his entire career. He helped build ranch-to-retail alliances in the United States, Australia and South America and brings a focus on innovation, data technology, and international business knowledge and experience. David holds a master of arts in Leadership Studies from the University of Guelph, a bachelor of management from the University of Lethbridge, and a master’s certificate in project management from York University. He serves on numerous industry committees and is an active volunteer in his Okotoks community.

Susan Novak: Susan has a wealth of experience in leading policy, programs and people. She received her PhD in animal science from the University of Alberta and completed a post-doctoral fellowship at Laval University. Susan started her career at Agriculture and Irrigation as the provincial horse specialist, and now is the executive director of the animal health and assurance branch. She also has a wealth of experience delivering agriculture research funding programming to support a competitive and sustainable agriculture industry in Alberta.

Frank Robinson: Frank has a PhD from the University of Guelph and has been a University of Alberta professor for 35 years. He has worked with broiler breeder chickens to improve reproductive fitness. He has taught introductory animal science classes to more than 1,000 students with a focus on experiential learning. Frank has served as vice-provost and dean of students at the University of Alberta. He has fulfilled leadership roles in several agricultural and academic boards and associations. He was inducted into the Alberta Agriculture Hall of Fame in 2006.

MIL OSI Canada News –
February 13, 2025
MIL-OSI: Diginex Limited Engages Lambert and SPRG to Drive Global Investor Relations and Shareholder Communications Program

Source: GlobeNewswire (MIL-OSI)

HONG KONG, Feb. 12, 2025 (GLOBE NEWSWIRE) — Diginex Limited (“Diginex” or the “Company”), a Cayman Islands-based impact technology company specializing in environmental, social, and governance (ESG) issues, has engaged international investor relations specialists Lambert by LLYC (Lambert) and its partner—Hong Kong-based Strategic Public Relations Group Ltd. (SPRG)—to lead a global investor relations and financial communications initiative to help broaden Diginex’s shareholder base. This collaboration underscores Diginex’s commitment to enhancing its visibility and investor engagement across key global markets.

Working closely with Diginex’s leadership, Lambert and SPRG will execute an aggressive strategic investor relations program aimed at strengthening the Company’s presence within the global investment community. The initiative will emphasize how Diginex’s innovative, technology-driven solutions empower enterprises with comprehensive tools, empower enterprises with comprehensive tools to navigate the evolving and rapidly expanding sustainability landscape.

Diginex recently completed a $10.61 million initial public offering (IPO), including the full exercise of the underwriters’ over-allotment option. The successful IPO and subsequent healthy market reaction reflect growing investor confidence in sustainability compliance technology and Diginex’s mission to democratize sustainability through innovative technology, dramatically reducing the cost of compliance with their tailored suite of platforms.

Led by Lambert, the IR partnership will provide strategic guidance to Diginex, ensuring global investor outreach, enhanced shareholder engagement, and expanded visibility among institutional and retail investors.

“This is an exciting time for Diginex as we accelerate investor engagement across a broad and diverse range of investor pools globally, strengthening and diversifying the shareholder base while increasing investor and marketplace familiarity with our brand and products” said Miles Pelham, Chairman of Diginex Limited. “Our partnership with Lambert and SPRG strengthens our presence in key financial markets and reinforces our leadership in ESG and sustainability technology. We remain committed to driving innovation and helping enterprises achieve their sustainability goals, ultimately striving to leave the world in a better place.”

“With our successful public offering on the Nasdaq stock exchange, we look forward to working with Lambert and SPRG to speed-up and broaden our investor outreach,” said Mark Blick, Chief Executive Officer of Diginex Limited. “As demand for ESG solutions grows, we are focused on accelerating our global presence and delivering long-term value to our shareholders.”

About Diginex Limited

Diginex Limited is a Cayman Islands exempted company incorporated under the laws of the Cayman Islands in 2024, with subsidiaries located in Hong Kong, United Kingdom and United States of America. Diginex Limited conducts operations through its wholly owned subsidiary Diginex Solutions (HK) Limited, a Hong Kong corporation (“DSL”) and DSL is the sole owner of (i) Diginex Services Limited, a corporation formed in the United Kingdom and (ii) Diginex USA LLC, a limited liability company formed in the State of Delaware. DSL commenced operations in 2020, is headquartered in Hong Kong, and is a software company that empowers businesses and governments to streamline ESG, climate, and supply chain data collection and reporting. DSL is an impact technology business that helps organizations to address the some of the most pressing ESG, climate and sustainability issues, utilizing blockchain, machine learning and data analysis technology to lead change and increase transparency in corporate social responsibility and climate action.

Diginex’s products and services solutions enable companies to collect, evaluate and share sustainability data through easy-to-use software For more information, please visit the Company’s website: https://www.diginex.com/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.

For investor and media inquiries, please contact:

Diginex
Investor Relations
Email:ir@diginex.com

Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global

The MIL Network –

February 13, 2025

MIL-OSI: Birchcliff Energy Ltd. Announces Unaudited 2024 Full-Year and Fourth Quarter Results and 2024 Reserves Highlights

Source: GlobeNewswire (MIL-OSI)

CALGARY, Alberta, Feb. 12, 2025 (GLOBE NEWSWIRE) — Birchcliff Energy Ltd. (“Birchcliff” or the “Corporation”) (TSX: BIR) is pleased to announce its unaudited 2024 full-year and fourth quarter financial and operational results and highlights from its independent reserves evaluation effective December 31, 2024.

“Due to the success of our 2024 capital program and driven by our improved capital efficiencies, we delivered annual average production of 76,695 boe/d and adjusted funds flow⁽¹⁾ of $236.8 million and returned $107.8 million to shareholders through common share dividends in 2024,” commented Chris Carlsen, President and Chief Executive Officer of Birchcliff. “The 27 wells we brought on production as part of the 2024 capital program delivered strong PDP reserves additions of 34.1 MMboe, which highlights the quality of our assets. We believe that there is significant intrinsic shareholder value embedded in Birchcliff’s asset base that is not reflected in our current share price, as demonstrated by our PDP reserves net asset value per common share⁽²⁾ of $6.35 and $13.79 and $18.09 for our proved and proved plus probable reserves, respectively.⁽³⁾ In addition, our Elmworth asset, which is largely unbooked from a reserves basis, provides us with significant inventory and a large potential future development area consisting of approximately 145 net sections of Montney lands.”

“Our strategy for 2025 builds off of the operational momentum from 2024, maintaining our focus on capital efficiency improvements and further driving down costs. Our 2025 capital program has been designed to ensure that our capital is strategically deployed throughout the year, providing us with the flexibility to adjust our capital spending if necessary in response to the commodity price volatility we expect during 2025, including as a result of the potential for U.S. and Canadian tariffs and the start-up of LNG Canada.”

2024 Financial and Operational Highlights

Delivered annual average production of 76,695 boe/d (82% natural gas and 18% liquids) in 2024 and quarterly average production of 77,623 boe/d (82% natural gas and 18% liquids) in Q4 2024.
Generated annual adjusted funds flow of $236.8 million in 2024 and quarterly adjusted funds flow of $71.8 million in Q4 2024. Cash flow from operating activities was $203.7 million in 2024 and $45.6 million in Q4 2024.
Reported annual net income to common shareholders of $56.1 million in 2024 and quarterly net income to common shareholders of $35.2 million in Q4 2024.
F&D capital expenditures were $273.1 million in 2024 and $58.3 million in Q4 2024. Birchcliff drilled 29 (29.0 net) wells and brought 27 (27.0 net) wells on production in 2024.
Returned $107.8 million to shareholders in 2024 through common share dividends.

2024 Reserves Highlights⁽⁴⁾

Birchcliff brought 27 new wells on production as part of its 2024 F&D capital program with strong PDP reserves additions of 34.1 MMboe (1.26 MMboe per well) and delivered PDP F&D costs⁽⁵⁾ of $8.01/boe, resulting in a PDP F&D operating netback recycle ratio⁽²⁾ of 1.4x in 2024 on such additions.
Birchcliff added an aggregate of 23.7 MMboe of PDP reserves on an F&D basis in 2024, after adding back 2024 actual production of 28.1 MMboe⁽⁶⁾ and including all other applicable PDP reserves adjustments in 2024. Birchcliff’s PDP reserves totalled 217.1 MMboe at December 31, 2024.
Birchcliff delivered PDP F&D costs of $11.52/boe and a PDP F&D operating netback recycle ratio of 1.0x on its aggregate 23.7 MMboe of PDP reserves additions, notwithstanding $18.8 million in F&D capital expenditures spent on strategic priorities in Elmworth for which there was no production or reserves assigned at year-end 2024.
At December 31, 2024, the net present value of future net revenue (before income taxes, discounted at 10%) was $2.3 billion for Birchcliff’s PDP reserves, $4.4 billion for its proved reserves and $5.6 billion for its proved plus probable reserves.
The net asset value per common share of Birchcliff’s PDP, proved and proved plus probable reserves at December 31, 2024 was $6.35, $13.79 and $18.09, respectively, which is 9%, 136% and 210% higher than the closing price of its common shares on the TSX on February 10, 2025 of $5.84.
Reserves life index⁽⁵⁾ at December 31, 2024 of 7.7 years on a PDP basis, 23.6 years on a proved basis and 34.3 years on a proved plus probable basis.

Birchcliff anticipates filing its annual information form and audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on March 12, 2025.

^{This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. For further information regarding the forward-looking statements and forward-looking information contained herein, see “Advisories – Forward-Looking Statements”. With respect to the disclosure of Birchcliff’s reserves and related reserves metrics contained in this press release, see “2024 Year-End Reserves”, “Presentation of Oil and Gas Reserves” and “Advisories – Oil and Gas Metrics”. With respect to the disclosure of Birchcliff’s production contained in this press release, unless otherwise stated herein, production volumes have been disclosed on a “gross” basis as such term is defined in National Instrument 51-101– Standards of Disclosure for Oil and Gas Activities (“NI 51-101”). For further information regarding the disclosure of Birchcliff’s production contained herein, see “Advisories – Production”. In addition, this press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” as such terms are defined in National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (“NI 52-112”). Non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under GAAP and might not be comparable to similar financial measures disclosed by other issuers. For further information regarding the non-GAAP and other financial measures used in this press release, see “Non-GAAP and Other Financial Measures”.}

______________________________

^{(1) Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.}

^{(2) Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

^{(3) Net asset value per common share is at December 31, 2024 and before income taxes (discounted at 10%). See “2024 Year-End Reserves – Net Asset Value”.}

^{(4) Deloitte LLP (“Deloitte”) prepared an independent evaluation of the Corporation’s reserves effective December 31, 2024 as contained in their report dated February 12, 2025 (the “Deloitte Report”). The forecast commodity prices, inflation and exchange rates utilized in the Deloitte Report were computed using the average of forecasts from Deloitte, McDaniel & Associates Consultants Ltd. (“McDaniel”), GLJ Ltd. (“GLJ”) and Sproule Associates Limited (“Sproule”) effective January 1, 2025 (the “2024 Price Forecast”). See “2024 Year-End Reserves” and “Presentation of Oil and Gas Reserves”.}

^{(5) See “Advisories – Oil and Gas Metrics”.}

^{(6) Consists of 738.2 Mbbls of light oil, 1,619.6 Mbbls of condensate, 2,591.3 Mbbls of NGLs and 138,728.6 MMcf of natural gas.}

2024 UNAUDITED FINANCIAL AND OPERATIONAL SUMMARY

	Three months ended December 31,				Twelve months ended December 31,
	2024		2023		2024		2023
OPERATING
Average production
Light oil (bbls/d)	1,993		1,649		2,017		1,849
Condensate (bbls/d)	4,310		5,145		4,425		5,202
NGLs (bbls/d)	7,748		7,653		7,080		6,306
Natural gas (Mcf/d)	381,433		372,594		379,040		374,052
Total (boe/d)	77,623		76,546		76,695		75,699
Average realized sales prices (CDN$)⁽¹⁾
Light oil (per bbl)	95.18		100.07		98.90		99.07
Condensate (per bbl)	95.79		103.80		99.66		103.76
NGLs (per bbl)	26.20		26.95		26.37		26.92
Natural gas (per Mcf)	2.27		2.92		2.05		3.03
Total (per boe)	21.53		26.02		20.90		26.79

NETBACK AND COST ($/boe)
Petroleum and natural gas revenue⁽¹⁾	21.53		26.03		20.91		26.80
Royalty expense	(1.26	)	(2.75	)	(1.41	)	(2.54	)
Operating expense	(2.91	)	(3.81	)	(3.24	)	(3.83	)
Transportation and other expense⁽²⁾	(5.26	)	(5.53	)	(5.24	)	(5.69	)
Operating netback⁽²⁾	12.10		13.94		11.02		14.74
G&A expense, net	(2.00	)	(1.80	)	(1.45	)	(1.52	)
Interest expense	(1.40	)	(0.95	)	(1.31	)	(0.74	)
Lease interest expense	(0.33	)	–		(0.16	)	–
Realized gain (loss) on financial instruments	1.68		(0.38	)	0.33		(1.35	)
Other cash income (expense)	0.01		0.01		0.01		(0.03	)
Adjusted funds flow⁽²⁾	10.06		10.82		8.44		11.10
Depletion and depreciation expense	(8.96	)	(8.44	)	(8.79	)	(8.20	)
Unrealized gain (loss) on financial instruments	5.95		(1.58	)	3.51		(1.38	)
Other expenses⁽³⁾	(0.75	)	(1.88	)	(0.52	)	(0.95	)
Deferred income tax (expense) recovery	(1.37	)	0.29		(0.64	)	(0.22	)
Net income (loss) to common shareholders	4.93		(0.79	)	2.00		0.35

FINANCIAL
Petroleum and natural gas revenue ($000s)⁽¹⁾	153,741		183,295		586,856		740,359
Cash flow from operating activities ($000s)	45,641		79,006		203,710		320,529
Adjusted funds flow ($000s)⁽⁴⁾	71,838		76,215		236,794		306,827
Per basic common share ($)⁽²⁾	0.27		0.29		0.88		1.15
Free funds flow ($000s)⁽⁴⁾	13,528		18,049		(36,290	)	2,190
Per basic common share ($)⁽²⁾	0.05		0.07		(0.13	)	0.01
Net income (loss) to common shareholders ($000s)	35,216		(5,533	)	56,100		9,780
Per basic common share ($)	0.13		(0.02	)	0.21		0.04
End of period basic common shares (000s)	271,304		267,156		271,304		267,156
Weighted average basic common shares (000s)	270,185		266,667		269,081		266,465
Dividends on common shares ($000s)	27,126		53,390		107,833		213,344
F&D capital expenditures ($000s)⁽⁵⁾	58,310		58,166		273,084		304,637
Total capital expenditures ($000s)⁽⁴⁾	66,673		59,541		282,745		307,916
Revolving term credit facilities ($000s)	566,857		372,097		566,857		372,097
Total debt ($000s)⁽⁶⁾	535,557		382,306		535,557		382,306

^{(1) Excludes the effects of financial instruments but includes the effects of any physical delivery contracts.}

^{(2) Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

^{(3) Includes non-cash items such as compensation, accretion, amortization of deferred financing fees and other gains and losses.}

^{(4) Non-GAAP financial measure. See “Non-GAAP and Other Financial Measures”.}

^{(5) See “Advisories – F&D Capital Expenditures”.}

^{(6) Capital management measure. See “Non-GAAP and Other Financial Measures”.}

FULL-YEAR AND Q4 2024 UNAUDITED FINANCIAL AND OPERATIONAL RESULTS

Production

Birchcliff’s production averaged 76,695 boe/d in 2024, a 1% increase from 2023. Production averaged 77,623 boe/d in Q4 2024, a 1% increase from Q4 2023. Birchcliff’s annual average production for 2024 was at the high-end of its guidance range of 75,000 to 77,000 boe/d.
The increases were primarily due to the strong performance of the Corporation’s capital program and the successful drilling of new Montney/Doig wells brought on production, partially offset by natural production declines. Full-year production in 2023 was negatively impacted by an unplanned system outage on Pembina’s Northern Pipeline system, which reduced the Corporation’s NGLs sales volumes in 2023.
Liquids accounted for 18% of Birchcliff’s total production in both 2024 and 2023, which was in line with Birchcliff’s guidance of 19%. Liquids accounted for 18% of Birchcliff’s total production in Q4 2024 as compared to 19% in Q4 2023.

Adjusted Funds Flow and Cash Flow From Operating Activities

Birchcliff generated adjusted funds flow of $236.8 million in 2024, or $0.88 per basic common share, both of which decreased by 23% from 2023. Adjusted funds flow was $71.8 million in Q4 2024, or $0.27 per basic common share, a 6% and 7% decrease from Q4 2023, respectively. Birchcliff’s full-year adjusted funds flow in 2024 was higher than its guidance of $230 million primarily due to lower than expected royalty and G&A expenses.
Birchcliff’s cash flow from operating activities was $203.7 million in 2024, a 36% decrease from 2023. Cash flow from operating activities was $45.6 million in Q4 2024, a 42% decrease from Q4 2023.
The decreases in adjusted funds flow and cash flow from operating activities were primarily due to lower natural gas revenue, which was largely the result of a 32% and 22% decrease in the average realized sales price Birchcliff received for its natural gas production in the full-year and Q4 2024, respectively, as compared to 2023, and higher interest expenses. Birchcliff’s adjusted funds flow and cash flow from operating activities were positively impacted by lower royalty expenses and realized gains on financial instruments of $9.3 million and $12.0 million in the full-year and Q4 2024, respectively, as compared to realized losses on financial instruments of $37.3 million and $2.6 million in 2023.

Net Income (Loss) to Common Shareholders

Birchcliff earned net income to common shareholders of $56.1 million in 2024, or $0.21 per basic common share, as compared to $9.8 million and $0.04 per basic common share in 2023. The increases were primarily due to an unrealized mark-to-market gain on financial instruments of $98.6 million in 2024 as compared to an unrealized mark-to-market loss on financial instruments of $38.2 million in 2023, partially offset by lower adjusted funds flow in 2024.
Birchcliff earned net income to common shareholders of $35.2 million in Q4 2024, or $0.13 per basic common share, as compared to a net loss to common shareholders of $5.5 million and $0.02 per basic common share in Q4 2023. The change to a net income position was primarily due to an unrealized mark-to-market gain on financial instruments of $42.5 million in Q4 2024 as compared to an unrealized mark-to-market loss on financial instruments of $11.1 million in Q4 2023.

Debt and Credit Facilities

Total debt at December 31, 2024 was $535.6 million, a 40% increase from December 31, 2023. Birchcliff’s 2024 year-end total debt was at the high-end of its guidance range of $515 million to $535 million.
At December 31, 2024, Birchcliff had a balance outstanding under its extendible revolving credit facilities (the “Credit Facilities”) of $570.9 million (December 31, 2023: $374.1 million) from available Credit Facilities of $850.0 million (December 31, 2023: $850.0 million), leaving the Corporation with $279.1 million (33%) of unutilized credit capacity after adjusting for outstanding letters of credit and unamortized deferred financing fees. This unutilized credit capacity provides Birchcliff with significant financial flexibility and available capital resources. The Credit Facilities have a maturity date of May 11, 2027 and do not contain any financial maintenance covenants.

Marketing and Natural Gas Market Diversification

Birchcliff’s physical natural gas sales exposure primarily consists of the AECO, Dawn and Alliance markets. In addition, the Corporation has various financial instruments outstanding that provide it with exposure to NYMEX HH pricing.

The following table sets forth Birchcliff’s effective sales, production and average realized sales price for natural gas and liquids for Q4 2024, after taking into account the Corporation’s financial instruments:

Three months ended December 31, 2024
	Effective sales (CDN$000s)	Percentage of total sales (%)	Effective production (per day)	Percentage of total natural gas production (%)	Percentage of total corporate production (%)	Effective average realized sales price (CDN$)
Market
AECO⁽¹⁾⁽²⁾	11,831	6	82,345 Mcf	21	18	1.56/Mcf
Dawn⁽³⁾	48,281	26	162,555 Mcf	43	35	3.23/Mcf
NYMEX HH⁽¹⁾⁽⁴⁾	53,015	28	136,533 Mcf	36	29	4.22/Mcf
Total natural gas⁽¹⁾	113,127	60	381,433 Mcf	100	82	3.22/Mcf
Light oil	17,450	10	1,993 bbls		3	95.18/bbl
Condensate	37,985	20	4,310 bbls		5	95.79/bbl
NGLs	18,679	10	7,748 bbls		10	26.20/bbl
Total liquids	74,114	40	14,051 bbls		18	57.33/bbl
Total corporate⁽¹⁾	187,241	100	77,623 boe		100	26.22/boe

^{(1) Effective sales and effective average realized sales price on a total natural gas and total corporate basis and for the AECO and NYMEX HH markets are non-GAAP financial measures and non-GAAP ratios, respectively. See “Non-GAAP and Other Financial Measures”.}

^{(2) Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. All of Birchcliff’s short-term physical Alliance sales and production during Q4 2024 received AECO premium pricing and have therefore been included as effective sales and production in the AECO market.}

^{(3) Birchcliff has agreements for the firm service transportation of an aggregate of 175,000 GJ/d of natural gas on TransCanada PipeLines’ Canadian Mainline, whereby natural gas is transported to the Dawn trading hub in Southern Ontario.}

^{(4) NYMEX HH effective sales and production include financial NYMEX HH/AECO 7A basis swap contracts for an aggregate of 147,500 MMBtu/d at an average contract price of NYMEX HH less US$1.12/MMBtu during Q4 2024.
Birchcliff’s effective average realized sales price for NYMEX HH of CDN$4.22/Mcf (US$2.76/MMBtu) was determined on a gross basis before giving effect to the average NYMEX HH/AECO 7A fixed contract basis differential price of CDN$1.71/Mcf (US$1.12/MMBtu) and includes any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q4 2024.
After giving effect to the NYMEX HH/AECO 7A fixed contract basis differential price and including any realized gains and losses on financial NYMEX HH/AECO 7A basis swap contracts during Q4 2024, Birchcliff’s effective average realized net sales price for NYMEX HH was CDN$2.51/Mcf (US$1.64/MMBtu) in Q4 2024.}

The following table sets forth Birchcliff’s physical sales, production, average realized sales price, transportation costs and natural gas sales netback by natural gas market for the periods indicated, before taking into account the Corporation’s financial instruments:

Three months ended December 31, 2024
Natural gas market	Natural gas sales⁽¹⁾ (CDN$000s)	Percentage of natural gas sales (%)	Natural gas production (Mcf/d)	Percentage of natural gas production (%)	Average realized natural gas sales price⁽¹⁾ (CDN$/Mcf)	Natural gas transportation costs⁽²⁾ (CDN$/Mcf)	Natural gas sales netback⁽³⁾ (CDN$/Mcf)
AECO	31,027	39	216,321	57	1.57	0.38	1.19
Dawn	48,281	60	162,555	42	3.23	1.43	1.80
Alliance⁽⁴⁾	307	1	2,557	1	1.30	–	1.30
Total	79,615	100	381,433	100	2.27	0.83	1.44
Three months ended December 31, 2023
Natural gas market	Natural gas sales⁽¹⁾ (CDN$000s)	Percentage of natural gas sales (%)	Natural gas production (Mcf/d)	Percentage of natural gas production (%)	Average realized natural gas sales price⁽¹⁾ (CDN$/Mcf)	Natural gas transportation costs⁽²⁾ (CDN$/Mcf)	Natural gas sales netback⁽³⁾ (CDN$/Mcf)
AECO	50,508	51	203,024	55	2.72	0.38	2.33
Dawn	47,433	47	161,119	43	3.20	1.42	1.78
Alliance⁽⁴⁾	2,016	2	8,451	2	2.59	–	2.59
Total	99,957	100	372,594	100	2.92	0.83	2.09

^{(1) Excludes the effects of financial instruments but includes the effects of any physical delivery contracts.}

^{(2) Reflects costs to transport natural gas from the field receipt point to the delivery sales trading hub.}

^{(3) Natural gas sales netback denotes the average realized natural gas sales price less natural gas transportation costs.}

^{(4) Birchcliff has short-term physical sales agreements with third-party marketers to sell and deliver into the Alliance pipeline system. Alliance sales are recorded net of transportation tolls.}

Capital Activities and Investment

F&D capital expenditures were $273.1 million in 2024, as compared to Birchcliff’s guidance of $250 million to $270 million.
In 2024, the Corporation achieved a significant year-over-year improvement in capital efficiency⁽⁷⁾ for its wells of approximately 24% compared to 2023. The following table sets forth the wells that were drilled and brought on production in 2024:

			Number of wells drilled in 2024⁽¹⁾	Number of wells brought on production in 2024
Pouce Coupe

	04-30 (5-well pad)	Montney D1	0⁽²⁾	5

	16-17 (5-well pad)	BD/UM	1	1
		Montney D1	3	3
		Montney D4	1	1

	16-15 (6-well pad)	Montney D1	6	6

	10-22 (5-well pad)	Montney D1	5	5

	04-05 (5-well pad)	Montney D1	5	0⁽³⁾

Gordondale

	02-27 (2-well pad)	Montney D1	1	1
		Montney D2	1	1

	01-10 (4-well pad)	Montney D1	4	4

Elmworth

	13-09 vertical	Montney	1	0

	01-28 horizontal	Montney	1	0

TOTAL			29	27

^{(1) All wells are natural gas wells, except for the 4-well 01-10 pad, which are light oil wells.}

^{(2) The five wells drilled on the 04-30 pad were drilled in December 2023.}

^{(3) The five wells drilled on the 04-05 pad are scheduled to come on production later in February 2025.}

^{______________________________}

^{(7) See “Advisories – Oil and Gas Metrics”.}

UPDATE ON 2025 CAPITAL PROGRAM

As disclosed in Birchcliff’s press release dated January 22, 2025, the Corporation’s board of directors (the “Board”) approved a disciplined F&D capital budget of $260 million to $300 million for 2025. Benefitting from the learnings gained from the Corporation’s 2024 capital program, the wells in Birchcliff’s 2025 capital program are expected to yield strong production, using the Corporation’s latest field development practices and wellbore design, which incorporates longer lateral lengths, reduced cluster spacing and increased proppant loading where appropriate.
The Corporation successfully completed drilling its 5-well 04-05 pad in Pouce Coupe in December 2024. Completions operations are currently underway on the pad, with the wells scheduled to come on production later in February 2025. The pad was drilled in the Lower Montney targeting high-rate natural gas wells.
The Corporation is currently drilling its 3-well 07-10 pad in Pouce Coupe. The pad is targeting condensate-rich natural gas wells in the Lower Montney. The wells are anticipated to be brought on production at the end of Q1 2025.
The Corporation successfully completed drilling its 4-well 02-27 pad in Gordondale in February 2025, with completions operations scheduled to begin in March 2025. The pad is targeting condensate-rich natural gas wells in the Lower Montney. The wells are anticipated to be brought on production in early Q2 2025.
In Elmworth, the Corporation completed a horizontal land retention well and has commenced a short clean-up test. As disclosed in the Corporation’s press release on January 22, 2025, this well is not currently planned to be tied in.

U.S. AND CANADIAN TARIFFS

While Birchcliff hopes that there will not be a trade dispute between the United States and Canada, the Corporation believes that Canada’s over-reliance on exporting its energy into the U.S. must be addressed through the reduction of red tape and government interference in the construction of critical infrastructure such as oil and gas pipelines to the east and west coasts of Canada, LNG terminals on each coast and an increase in refining capacity within Canada, in order to diversify Canada’s energy export market. The Corporation continues to actively monitor this situation.
Birchcliff believes that its ongoing strategy of maintaining significant natural gas market diversification for 2025 will continue to protect the Corporation from volatility in the North American natural gas pricing environment, including as it relates to potential tariffs. Approximately 41% of Birchcliff’s natural gas production is physically delivered to the Dawn trading hub in Ontario, which is priced in U.S. dollars, and the Corporation also has U.S. denominated financial contracts that expose approximately 35% of its natural gas production to NYMEX HH pricing on a financial basis, without physical delivery into the United States.

2024 YEAR-END RESERVES

The reserves data set forth below at December 31, 2024 is based upon the Deloitte Report, which has been prepared in accordance with the standards contained in the Canadian Oil and Gas Evaluation Handbook (the “COGE Handbook”) and NI 51-101.

The reserves data provided in this press release presents only a portion of the disclosure required under NI 51-101. The disclosure required under NI 51-101 will be contained in Birchcliff’s annual information form for the year ended December 31, 2024, which is expected to be filed on SEDAR+ (www.sedarplus.ca) on March 12, 2025.

In some of the tables below, numbers may not add due to rounding. The estimates of future net revenue contained herein do not represent fair market value. For additional information regarding the presentation of Birchcliff’s reserves disclosure contained herein, see “Presentation of Oil and Gas Reserves” and “Advisories” in this press release.

Reserves Summary

The following table summarizes the estimates of Birchcliff’s gross reserves at December 31, 2024 and December 31, 2023, estimated using the forecast price and cost assumptions in effect as at the effective date of the applicable reserves evaluation:

Reserves Category	December 31, 2024 (Mboe)	December 31, 2023⁽¹⁾ (Mboe)	% Change
Proved Developed Producing	217,076	220,536	(2)
Total Proved	667,390	691,886	(4)
Total Proved Plus Probable	969,636	993,897	(2)

^{(1) Deloitte prepared an independent evaluation of the Corporation’s reserves effective December 31, 2023 as contained in their report dated February 14, 2024 (the “2023 Deloitte Report”). The forecast commodity prices, inflation and exchange rates utilized in the 2023 Deloitte Report were computed using the average of forecasts from Deloitte, McDaniel, GLJ and Sproule effective January 1, 2024 (the “2023 Price Forecast”).}

The following table sets forth Birchcliff’s light crude oil and medium crude oil, conventional natural gas, shale gas and NGLs reserves at December 31, 2024, estimated using the 2024 Price Forecast:

Reserves Category		Light Crude Oil and Medium Crude Oil		Conventional Natural Gas		Shale Gas		NGLs⁽¹⁾		Total Oil Equivalent
Reserves Category		*Gross* (Mbbls)	*Net* (Mbbls)	*Gross* (MMcf)	*Net* (MMcf)	*Gross* (MMcf)	*Net* (MMcf)	*Gross* (Mbbls)	*Net* (Mbbls)	*Gross* (Mboe)	*Net* (Mboe)
Proved
	Developed Producing	4,889	3,946	6,051	5,707	1,053,238	971,102	35,639	29,058	217,076	195,805
	Developed Non-Producing	9	9	0	0	4,840	4,537	239	203	1,054	968
	Undeveloped	7,089	5,747	2,858	2,625	2,320,235	2,094,569	54,988	42,966	449,259	398,246
Total Proved		11,987	9,701	8,909	8,332	3,378,312	3,070,208	90,866	72,227	667,390	595,019
Total Probable		9,083	6,933	5,270	4,911	1,442,846	1,272,820	51,811	39,640	302,246	259,529
Total Proved Plus Probable		21,070	16,635	14,179	13,243	4,821,158	4,343,028	142,676	111,868	969,636	854,547

^{(1) NGLs includes condensate.}

Net Present Values of Future Net Revenue

The following table sets forth the net present values of future net revenue attributable to Birchcliff’s reserves at December 31, 2024, estimated using the 2024 Price Forecast, before deducting future income tax expenses and calculated at various discount rates:

Reserves Category	Before Income Taxes Discounted At (%/year)					Unit Value Discounted at 10%/year ($/boe)⁽¹⁾
Reserves Category	0 ($000s)	5 ($000s)	10 ($000s)	15 ($000s)	20 ($000s)	Unit Value Discounted at 10%/year ($/boe)⁽¹⁾
Proved
Developed Producing	3,670,971	2,851,081	2,277,750	1,892,104	1,621,811	11.63
Developed Non-Producing	13,717	9,900	7,499	5,888	4,750	7.75
Undeveloped	7,083,864	3,707,943	2,073,919	1,199,557	694,944	5.21
Total Proved	10,768,552	6,568,924	4,359,168	3,097,549	2,321,504	7.33
Total Probable	6,210,051	2,553,082	1,204,663	632,630	361,133	4.64
Total Proved Plus Probable	16,978,602	9,122,005	5,563,831	3,730,179	2,682,638	6.51

^{(1) Unit values are based on net reserves volumes.}

Net Asset Value

Net asset value reflects the estimated long-term fair value of Birchcliff’s underlying reserves assets after settling its outstanding financial obligations at a point in time. The net present value of the Corporation’s reserves can vary significantly depending on the oil and natural gas price assumptions used by Deloitte and assumes only the reserves identified in the applicable reserves report, with no further acquisitions or incremental development.

The following table sets forth Birchcliff’s net asset value for its PDP, total proved and total proved plus probable reserves for the periods indicated:

($000s, except per share amounts)	Proved Developed Producing						Total Proved						Total Proved Plus Probable
As at December 31,		2024			2023			2024			2023			2024			2023
Reserves, NPV10%⁽¹⁾		2,277,750			2,620,064			4,359,168			5,405,617			5,563,831			6,835,417
Total debt⁽²⁾		(535,557	)		(382,306	)		(535,557	)		(382,306	)		(535,557	)		(382,306	)
Unexercised securities⁽³⁾		34,961			16,717			34,961			16,717			34,961			16,717
Net asset value⁽⁴⁾⁽⁵⁾		1,777,154			2,254,475			3,858,572			5,040,028			5,063,235			6,469,828
Net asset value (per common share)^(4)(5)(6)	$6.35			$8.22			$13.79			$18.38			$18.09			$23.60

^{(1) Represents the net present value of the future net revenue (before income taxes, discounted at 10%) of Birchcliff’s PDP, total proved and total proved plus probable reserves, as applicable, as estimated by Deloitte effective December 31, 2024 and December 31, 2023, using forecast prices and costs.}

^{(2) Capital management measure. See “Non-GAAP and Other Financial Measures”.}

^{(3) Represents the value of unexercised in-the-money stock options and performance warrants outstanding at the end of the year. The closing trading price on the TSX of Birchcliff’s common shares on December 31, 2024 and December 29, 2023 was $5.42 and $5.78, respectively.}

^{(4) Excludes any value from undeveloped land and seismic.}

^{(5) Net asset value is a non-GAAP financial measure and net asset value per common share is a non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

^{(6) For 2024, based on 279.9 million common shares, which includes 271.3 million basic common shares outstanding at December 31, 2024 and 8.6 million dilutive common shares from unexercised in-the-money stock options and performance warrants outstanding at December 31, 2024. For 2023, based on 274.2 million common shares, which includes 267.2 million basic common shares outstanding at December 31, 2023 and 7.0 million dilutive common shares from unexercised in-the-money stock options and performance warrants outstanding at December 31, 2023.}

Net asset value decreased in all categories of reserves in 2024 as compared to 2023 primarily due to lower forecast prices in the 2024 Price Forecast compared to the 2023 Price Forecast, including an AECO price decrease of approximately 20% for 2025 through 2027 and approximately 11% thereafter.

Pricing Assumptions

The following table sets forth the 2024 Price Forecast used in the Deloitte Report:

Year	Crude Oil		Natural Gas⁽¹⁾		NGLs					Currency Exchange Rate (US$/CDN$)	Price and Cost Inflation Rates (%)

	WTI at Cushing Oklahoma (US$/bbl)	Edmonton City Gate (CDN$/bbl)	Alberta AECO Average Price (CDN$/Mcf)	Ontario Dawn Reference Point (CDN$/Mcf)	NYMEX Henry Hub (US$/Mcf)	Edmonton Ethane (CDN$/bbl)	Edmonton Propane (CDN$/bbl)	Edmonton Butane (CDN$/bbl)	Edmonton Pentanes + Condensate (CDN$/bbl)
2025	71.19	94.00	2.35	4.28	3.30	7.27	32.05	48.68	98.02	0.714	0.0
2026	73.20	94.84	3.32	4.83	3.76	10.40	31.19	47.43	97.60	0.731	2.0
2027	74.54	95.28	3.52	4.94	3.93	11.04	31.28	47.63	97.43	0.736	2.0
2028	76.28	96.40	3.69	5.05	4.01	11.61	31.70	48.26	98.60	0.758	2.0
2029	77.81	98.33	3.77	5.14	4.10	11.85	32.33	49.22	100.58	0.758	2.0
2030	79.37	100.30	3.84	5.25	4.17	12.08	32.98	50.20	102.57	0.758	2.0
2031	80.96	102.31	3.92	5.34	4.25	12.34	33.64	51.21	104.63	0.758	2.0
2032	82.57	104.36	3.99	5.46	4.34	12.58	34.31	52.24	106.73	0.758	2.0
2033	84.22	106.44	4.08	5.58	4.43	12.85	35.00	53.27	108.86	0.758	2.0
2034	85.91	108.57	4.16	5.68	4.52	13.10	35.69	54.35	111.04	0.758	2.0
2035	87.63	110.74	4.24	5.80	4.61	13.37	36.41	55.43	113.27	0.758	2.0
2036	89.38	112.95	4.33	5.93	4.69	13.64	37.14	56.54	115.52	0.758	2.0
2037	91.17	115.21	4.42	6.03	4.79	13.91	37.88	57.67	117.84	0.758	2.0
2038	92.99	117.51	4.51	6.14	4.88	14.19	38.63	58.83	120.20	0.758	2.0
2039	94.85	119.86	4.59	6.28	4.99	14.47	39.41	60.00	122.60	0.758	2.0
2040	96.75	122.26	4.68	6.41	5.09	14.76	40.20	61.20	125.05	0.758	2.0
2041	98.69	124.71	4.78	6.54	5.19	15.05	41.00	62.43	127.56	0.758	2.0
2042	100.66	127.20	4.87	6.67	5.29	15.35	41.82	63.68	130.10	0.758	2.0
2043	102.67	129.75	4.97	6.81	5.39	15.66	42.66	64.94	132.71	0.758	2.0
2044	104.72	132.34	5.07	6.93	5.51	15.98	43.51	66.24	135.36	0.758	2.0
2044+	2.0%	2.0%	2.0%	2.0%	2.0%	2.0%	2.0%	2.0%	2.0%	0.758	2.0

^{(1) 1 Mcf = 1 MMBtu.}

Reconciliation of Changes in Reserves

The following table sets forth the reconciliation of Birchcliff’s gross reserves at December 31, 2024 as set forth in the Deloitte Report, estimated using the 2024 Price Forecast, to Birchcliff’s gross reserves at December 31, 2023:

Factors	Light Crude Oil and Medium Crude Oil (Mbbls)		Conventional Natural Gas (MMcf)		Shale Gas (MMcf)		NGLs⁽⁸⁾ (Mbbls)		Oil Equivalent (Mboe)
GROSS TOTAL PROVED
Opening balance December 31, 2023	14,460		10,251		3,493,022		93,547		691,886
Extensions and Improved Recovery⁽¹⁾	0		0		58,875		2,287		12,099
Technical Revisions⁽²⁾	(1,724	)	2,244		(37,966	)	(2,022	)	(9,699	)
Discoveries⁽³⁾	0		0		0		0		0
Acquisitions⁽⁴⁾	0		0		18,193		1,633		4,665
Dispositions⁽⁵⁾	0		0		0		0		0
Economic Factors⁽⁶⁾	(12	)	(2,746	)	(15,923	)	(367	)	(3,491	)
Production⁽⁷⁾	(738	)	(840	)	(137,889	)	(4,211	)	(28,070	)
Closing balance December 31, 2024	11,987		8,909		3,378,312		90,866		667,390
GROSS TOTAL PROBABLE
Opening balance December 31, 2023	10,088		5,666		1,438,587		51,213		302,011
Extensions and Improved Recovery⁽¹⁾	0		0		9,320		1,602		3,155
Technical Revisions⁽²⁾	(1,003	)	(2,604	)	(33,104	)	(3,347	)	(10,301	)
Discoveries⁽³⁾	0		0		0		0		0
Acquisitions⁽⁴⁾	0		0		24,508		2,296		6,381
Dispositions⁽⁵⁾	0		0		0		0		0
Economic Factors⁽⁶⁾	(2	)	2,208		3,535		45		1,000
Production⁽⁷⁾	0		0		0		0		0
Closing balance December 31, 2024	9,083		5,270		1,442,846		51,811		302,246
GROSS TOTAL PROVED PLUS PROBABLE
Opening balance December 31, 2023	24,549		15,917		4,931,609		144,760		993,897
Extensions and Improved Recovery⁽¹⁾	0		0		68,195		3,888		15,254
Technical Revisions⁽²⁾	(2,727	)	(361	)	(71,069	)	(5,369	)	(20,000	)
Discoveries⁽³⁾	0		0		0		0		0
Acquisitions⁽⁴⁾	0		0		42,701		3,929		11,046
Dispositions⁽⁵⁾	0		0		0		0		0
Economic Factors⁽⁶⁾	(14	)	(538	)	(12,389	)	(322	)	(2,490	)
Production⁽⁷⁾	(738	)	(840	)	(137,889	)	(4,211	)	(28,070	)
Closing balance December 31, 2024	21,070		14,179		4,821,158		142,676		969,636

^{(1) Additions to volumes resulting from capital expenditures for: (i) step-out drilling in previously discovered reservoirs; (ii) infill drilling in previously discovered reservoirs that were not drilled as part of an enhanced recovery scheme; and (iii) the installation of improved recovery schemes.}

^{(2) Positive or negative volume revisions to an estimate resulting from new technical data or revised interpretations on previously assigned volumes, performance and operating costs. This category also includes revisions resulting from well locations combined or removed as part of an updated development plan.}

^{(3) Additions to volumes in reservoirs where no reserves were previously booked.}

^{(4) Positive additions to volume estimates because of purchasing interests in oil and gas properties.}

^{(5) Reductions in volume estimates because of selling all or a portion of an interest in oil and gas properties.}

^{(6) Changes to volumes resulting from different price forecasts, inflation rates and regulatory changes.}

^{(7) Reductions in the volume estimates due to actual production.}

^{(8) NGLs includes condensate.}

Key highlights include the following:

Extensions and Improved Recovery
- Reserves were added from 27 wells brought on production pursuant to the Corporation’s successful 2024 capital program. The 2024 program was focused in Birchcliff’s core areas in Pouce Coupe and Gordondale, converting proved and probable undeveloped reserves into PDP reserves.

Technical Revisions
- The technical revisions in all reserves categories for light crude oil and medium crude oil were primarily the result of: (i) higher gas-to-oil ratios for existing producing oil wells in the southeast area in Gordondale; and (ii) potential future drilling location adjustments based on offsetting well performance.
- The technical revisions in all reserves categories for conventional natural gas were primarily the result of existing well performance.
- The technical revisions in all reserves categories for shale gas were primarily the result of:

(i) an updated reserves forecast for existing wells based on historical performance, which included a reduction in the reserves attributable to 56 existing high-density producing wells that were drilled from 2019 to 2023. The Corporation does not expect that the technical revisions relating to these wells will negatively impact future reserves booked for other existing or future wells;

(ii) an updated full-field development plan, which included the combining or removal of multiple proved and probable potential future drilling locations, resulting in the removal of 10 proved undeveloped locations and 3 probable locations; and

(iii) an updated reserves forecast for various potential future drilling locations in the Lower Montney in Gordondale as a result of an increase in the reserves attributable to such future locations due to the continued outperformance of existing wells in the area.

The technical revisions in all reserves categories for NGLs were primarily the result of: (i) a reduction in shale gas volumes; and (ii) reduced NGLs recoveries at the Corporation’s owned and/or operated natural gas processing plants in Pouce Coupe and Gordondale. The reduced NGLs recoveries were partially offset by reduced natural gas shrinkage.

Acquisitions
- Changes were the result of various accretive acquisitions completed by Birchcliff in the Pouce Coupe and Gordondale areas in 2024.
Economic Factors
- The forecast prices for each product type were generally lower in the 2024 Price Forecast than the 2023 Price Forecast, which resulted in the economic limit at the end of a well’s life being achieved earlier and therefore a reduction of the reserves volumes in the total proved and total proved plus probable categories.

Future Development Costs

Future development costs (“FDC”) reflect Deloitte’s best estimate of what it will cost to bring the proved and proved plus probable reserves on production. Changes in forecast FDC occur annually as a result of development activities, acquisition and disposition activities and capital cost estimates. The following table sets forth development costs deducted in the estimation of Birchcliff’s future net revenue attributable to the reserves categories noted below, estimated using the 2024 Price Forecast:

Year	Proved ($000s)	Proved Plus Probable ($000s)
2025	198,395	215,960
2026	355,662	374,083
2027	424,921	455,059
2028	895,366	895,366
2029	644,546	645,166
Thereafter	849,599	2,299,368
Total undiscounted	3,368,489	4,885,002

FDC for proved reserves on an FD&A basis decreased to $3.37 billion at December 31, 2024 from $3.46 billion at December 31, 2023. FDC for proved plus probable reserves on an FD&A basis decreased to $4.89 billion at December 31, 2024 from $4.97 billion at December 31, 2023. The FDC to drill, case, complete, equip and tie-in for future locations in Birchcliff’s Pouce Coupe and Gordondale areas ($5.9 million per well) did not change from December 31, 2023 to December 31, 2024.

The FDC for both proved and proved plus probable reserves are primarily the capital costs required to drill, case, complete, equip and tie-in the net undeveloped locations. The estimates of FDC on a proved and proved plus probable basis also include approximately $320 million (unescalated) for the continued expansion of the Pouce Coupe Gas Plant from the existing 340 MMcf/d to 660 MMcf/d of total throughput. The FDC for the expansion of the Pouce Coupe Gas Plant also include the costs of the related gathering pipelines and maintenance capital.

F&D and FD&A Costs

The following table sets forth Birchcliff’s F&D and FD&A costs for its PDP, total proved and total proved plus probable reserves for the three previous financial years, including FDC:

	2024⁽²⁾	2023	2022	3-Year Average
F&D costs ($/boe)⁽¹⁾
Proved Developed Producing	11.52⁽³⁾	13.16	10.24	11.43
Total Proved	n/a⁽⁴⁾	16.02	82.02	29.43
Total Proved Plus Probable	n/a⁽⁴⁾	24.90	n/a⁽⁵⁾	110.72
FD&A costs ($/boe)⁽¹⁾
Proved Developed Producing	11.42⁽⁶⁾	13.06	10.25	11.38
Total Proved	53.86⁽⁷⁾	13.79	78.96	23.24
Total Proved Plus Probable	50.39⁽⁸⁾	20.97	n/a⁽⁵⁾	49.27

^{(1) See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate F&D and FD&A costs.}

^{(2) Birchcliff’s F&D and FD&A capital expenditures were $273.1 million and $281.0 million, respectively, in 2024. Birchcliff’s F&D and FD&A capital expenditures included $18.8 million spent on strategics priorities in the Corporation’s Elmworth area for which there was no production or reserves assigned at year-end 2024.}

^{(3) Birchcliff added 23.7 MMboe of PDP reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other PDP reserves adjustments in 2024, excluding acquisitions and dispositions.}

^{(4) Birchcliff’s proved and proved plus probable reserves decreased in 2024, after adding back 2024 actual production of 28.1 MMboe. As a result of the year-over-year decrease in proved and proved plus probable reserves, the calculation for F&D costs for these reserves categories was not applicable in 2024.}

^{(5) Birchcliff’s proved plus probable reserves decreased in 2022, after adding back 2022 actual production of 28.1 MMboe. As a result of the year-over-year decrease in proved plus probable reserves, the calculations for F&D and FD&A costs for this reserves category were not applicable in 2022.}

^{(6) Birchcliff added 24.6 MMboe of PDP reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other PDP reserves adjustments in 2024.}

^{(7) Includes the 2024 decrease in FDC from 2023 of $88.5 million on a proved basis. Birchcliff added 3.6 MMboe of proved reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other proved reserves adjustments in 2024.}

^{(8) Includes the 2024 decrease in FDC from 2023 of $89.0 million on a proved plus probable basis. Birchcliff added 3.8 MMboe of proved plus probable reserves in 2024, after adding back 2024 actual production of 28.1 MMboe and including all other proved plus probable reserves adjustments in 2024.}

Recycle Ratios

The following table sets forth Birchcliff’s F&D and FD&A operating netback recycle ratios for its PDP, total proved and total proved plus probable reserves for the three previous financial years, including FDC:

	2024	2023	2022	3-Year Average
F&D operating netback recycle ratio⁽¹⁾⁽²⁾
Proved Developed Producing	1.0x	1.1x	3.2x	1.7x
Total Proved	n/a⁽³⁾	0.9x	0.4x	0.7x
Total Proved Plus Probable	n/a⁽³⁾	0.6x	n/a⁽⁴⁾	0.2x
FD&A operating netback recycle ratio⁽¹⁾⁽²⁾
Proved Developed Producing	1.0x	1.1x	3.2x	1.7x
Total Proved	0.2x	1.1x	0.4x	0.8x
Total Proved Plus Probable	0.2x	0.7x	n/a⁽⁴⁾	0.4x

^{(1) Non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

^{(2) Birchcliff’s operating netback was $11.02/boe in 2024 as compared to $14.74/boe in 2023 and $32.85/boe in 2022. Operating netback is a non-GAAP ratio. See “Non-GAAP and Other Financial Measures”.}

^{(3) As a result of the year-over-year decrease in proved and proved plus probable reserves, the calculation for F&D operating netback recycle ratio for these reserves categories was not applicable in 2024.}

^{(4) As a result of the year-over-year decrease in proved plus probable reserves, the calculations for F&D and FD&A operating netback recycle ratio for this reserves category were not applicable in 2022.}

Reserves Replacement

The following table sets forth Birchcliff’s 2024 reserves replacement on an F&D and FD&A basis for its PDP, total proved and total proved plus probable reserves:

Reserves Category	2024 F&D Reserves Replacement⁽¹⁾		2024 FD&A Reserves Replacement⁽¹⁾
Proved Developed Producing	84	%	88	%
Total Proved	n/a⁽²⁾		13	%
Total Proved Plus Probable	n/a⁽²⁾		14	%

^{(1) See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate reserves replacement.}

^{(2) As a result of the 1.1 MMboe and 7.2 MMboe decrease in Birchcliff’s proved and proved plus probable reserves, respectively, in 2024, after adding back 2024 actual production of 28.1 MMboe, the calculation for F&D reserves replacement for theses reserves categories was not applicable in 2024.}

Reserves Life Index

The following table sets forth Birchcliff’s reserves life index for its PDP, total proved and total proved plus probable reserves at December 31, 2024:

Reserves Category	Reserves Life Index⁽¹⁾
Proved Developed Producing	7.7 years
Total Proved	23.6 years
Total Proved Plus Probable	34.3 years

^{(1) See “Advisories – Oil and Gas Metrics” for a description of the methodology used to calculate reserves life index.}

ABBREVIATIONS

AECO	benchmark price for natural gas determined at the AECO ‘C’ hub in southeast Alberta
bbl	barrel
bbls	barrels
bbls/d	barrels per day
BD/UM	Basal Doig/Upper Montney
boe	barrel of oil equivalent
boe/d	barrel of oil equivalent per day
condensate	pentanes plus (C5+)
F&D	finding and development
FD&A	finding, development and acquisition
G&A	general and administrative
GAAP	generally accepted accounting principles for Canadian public companies, which are currently International Financial Reporting Standards as issued by the International Accounting Standards Board
GJ/d	gigajoules per day
HH	Henry Hub
IP	initial production
LNG	liquefied natural gas
Mbbls	thousand barrels
Mboe	thousand barrels of oil equivalent
Mcf	thousand cubic feet
Mcf/d	thousand cubic feet per day
MMboe	million barrels of oil equivalent
MMBtu	million British thermal units
MMBtu/d	million British thermal units per day
MMcf	million cubic feet
MMcf/d	million cubic feet per day
NGLs	natural gas liquids consisting of ethane (C2), propane (C3) and butane (C4) and, except where otherwise noted, excludes condensate
NPV	net present value
NYMEX	New York Mercantile Exchange
OPEC	Organization of the Petroleum Exporting Countries
PDP	proved developed producing
Q	quarter
TSX	Toronto Stock Exchange
WTI	West Texas Intermediate, the reference price paid in U.S. dollars at Cushing, Oklahoma, for crude oil of standard grade
000s	thousands
$000s	thousands of dollars

NON-GAAP AND OTHER FINANCIAL MEASURES

This press release uses various “non-GAAP financial measures”, “non-GAAP ratios” and “capital management measures” (as such terms are defined in NI 52-112), which are described in further detail below.

Non-GAAP Financial Measures

NI 52-112 defines a non-GAAP financial measure as a financial measure that: (i) depicts the historical or expected future financial performance, financial position or cash flow of an entity; (ii) with respect to its composition, excludes an amount that is included in, or includes an amount that is excluded from, the composition of the most directly comparable financial measure disclosed in the primary financial statements of the entity; (iii) is not disclosed in the financial statements of the entity; and (iv) is not a ratio, fraction, percentage or similar representation. The non-GAAP financial measures used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Investors are cautioned that non-GAAP financial measures should not be construed as alternatives to or more meaningful than the most directly comparable GAAP financial measures as indicators of Birchcliff’s performance. Set forth below is a description of the non-GAAP financial measures used in this press release.

Adjusted Funds Flow and Free Funds Flow

Birchcliff defines “adjusted funds flow” as cash flow from operating activities before the effects of decommissioning expenditures, retirement benefit payments and changes in non-cash operating working capital. Birchcliff eliminates settlements of decommissioning expenditures from cash flow from operating activities as the amounts can be discretionary and may vary from period to period depending on its capital programs and the maturity of its operating areas. The settlement of decommissioning expenditures is managed with Birchcliff’s capital budgeting process which considers available adjusted funds flow. Birchcliff eliminates retirement benefit payments from cash flow from operating activities as such payments reflect costs for past service and contributions made by eligible executives under the Corporation’s post-employment benefit plan, which are not indicative of the current period. Changes in non-cash operating working capital are eliminated in the determination of adjusted funds flow as the timing of collection and payment are variable and by excluding them from the calculation, the Corporation believes that it is able to provide a more meaningful measure of its operations and ability to generate cash on a continuing basis. Management believes that adjusted funds flow assists management and investors in assessing Birchcliff’s financial performance after deducting all operating and corporate cash costs, as well as its ability to generate the cash necessary to fund sustaining and/or growth capital expenditures, repay debt, settle decommissioning obligations, buy back common shares and pay dividends.

Birchcliff defines “free funds flow” as adjusted funds flow less F&D capital expenditures. Management believes that free funds flow assists management and investors in assessing Birchcliff’s ability to generate shareholder value and returns through a number of initiatives, including but not limited to, debt repayment, common share buybacks, the payment of common share dividends, acquisitions and other opportunities that would complement or otherwise improve the Corporation’s business and enhance long-term shareholder value.

The most directly comparable GAAP financial measure to adjusted funds flow and free funds flow is cash flow from operating activities. The following table provides a reconciliation of cash flow from operating activities to adjusted funds flow and free funds flow for the periods indicated:

	Three months ended December 31,				Twelve months ended December 31,
($000s)	2024		2023		2024		2023
Cash flow from operating activities	45,641		79,006		203,710		320,529
Change in non-cash operating working capital	25,278		(6,248	)	17,269		(19,477	)
Decommissioning expenditures	919		1,457		1,964		3,775
Retirement benefit payments	–		2,000		13,851		2,000
Adjusted funds flow	71,838		76,215		236,794		306,827
F&D capital expenditures	(58,310	)	(58,166	)	(273,084	)	(304,637	)
Free funds flow	13,528		18,049		(36,290	)	2,190

Transportation and Other Expense

Birchcliff defines “transportation and other expense” as transportation expense plus marketing purchases less marketing revenue. Birchcliff may enter into certain marketing purchase and sales arrangements with the objective of reducing any unused transportation or fractionation fees associated with its take-or-pay commitments and/or increasing the value of its production through value-added downstream initiatives. Management believes that transportation and other expense assists management and investors in assessing Birchcliff’s total cost structure related to transportation and marketing activities.

The most directly comparable GAAP financial measure to transportation and other expense is transportation expense. The following table provides a reconciliation of transportation expense to transportation and other expense for the periods indicated:

	Three months ended December 31,				Twelve months ended December 31,
($000s)	2024		2023		2024		2023
Transportation expense	36,722		38,509		149,534		152,828
Marketing purchases	14,905		8,928		51,496		34,772
Marketing revenue	(14,083	)	(8,532	)	(54,069	)	(30,521	)
Transportation and other expense	37,544		38,905		146,961		157,079

Operating Netback

Birchcliff defines “operating netback” as petroleum and natural gas revenue less royalty expense, operating expense and transportation and other expense. Management believes that operating netback assists management and investors in assessing Birchcliff’s operating profits after deducting the cash costs that are directly associated with the sale of its production, which can then be used to pay other corporate cash costs or satisfy other obligations.

The following table provides a breakdown of Birchcliff’s operating netback for the periods indicated:

	Three months ended				Twelve months ended
	December 31,				December 31,
($000s)	2024		2023		2024		2023		2022
Petroleum and natural gas revenue	153,741		183,295		586,856		740,359		1,340,180
Royalty expense	(9,033	)	(19,400	)	(39,608	)	(70,257	)	(161,226	)
Operating expense	(20,758	)	(26,808	)	(90,890	)	(105,809	)	(101,581	)
Transportation and other expense	(37,544	)	(38,905	)	(146,961	)	(157,079	)	(154,924	)
Operating netback	86,406		98,182		309,397		407,214		922,449

FD&A and Total Capital Expenditures

Birchcliff defines “FD&A capital expenditures” as exploration and development expenditures, less dispositions, plus acquisitions (if any). Birchcliff defines “total capital expenditures” as FD&A capital expenditures plus administrative assets. Management believes that FD&A capital expenditures and total capital expenditures assist management and investors in assessing Birchcliff’s overall capital cost structure associated with its petroleum and natural gas activities.

The most directly comparable GAAP financial measure to FD&A capital expenditures and total capital expenditures is exploration and development expenditures. The following table provides a reconciliation of exploration and development expenditures to FD&A capital expenditures and total capital expenditures for the periods indicated:

	Three months ended				Twelve months ended
	December 31,				December 31,
($000s)	2024		2023		2024		2023
Exploration and development expenditures⁽¹⁾	58,310		58,166		273,084		304,637
Acquisitions	8,076		2		8,169		190
Dispositions	(100	)	(10	)	(258	)	(87	)
FD&A capital expenditures	66,286		58,158		280,995		304,740
Administrative assets	387		1,383		1,750		3,176
Total capital expenditures	66,673		59,541		282,745		307,916

^{(1) Disclosed as F&D capital expenditures elsewhere in this press release. See “Advisories – F&D Capital Expenditures”.}

Net Asset Value

Birchcliff defines “net asset value” as property, plant and equipment, plus reserves premium adjustment (less reserves discount adjustment) for its PDP, total proved and total proved plus probable reserves (as the case may be), less total debt and plus the value of unexercised in-the-money stock options and performance warrants outstanding at the end of the period. Management believes that net asset value assists management and investors in assessing the long-term fair value of Birchcliff’s underlying reserves assets after settling its outstanding financial obligations.

The most directly comparable GAAP financial measure to net asset value is property, plant and equipment. The following table provides a reconciliation of property, plant and equipment to net asset value for the periods indicated:

	Proved Developed Producing				Total Proved				Total Proved Plus Probable
As at December 31, ($000s)	2024		2023		2024		2023		2024		2023
Property, plant and equipment	3,218,506		3,055,958		3,218,506		3,055,958		3,218,506		3,055,958
Reserves premium (discount) adjustment⁽¹⁾	(940,756	)	(435,894	)	1,140,662		2,349,659		2,345,325		3,779,459
Total debt	(535,557	)	(382,306	)	(535,557	)	(382,306	)	(535,557	)	(382,306	)
Unexercised securities	34,961		16,717		34,961		16,717		34,961		16,717
Net asset value	1,777,154		2,254,475		3,858,572		5,040,028		5,063,235		6,469,828

^{(1) Represents the premium or discount, as the case may be, between the net present value of future net revenue (before income taxes, discounted at 10%) of Birchcliff’s PDP, total proved and total proved plus probable reserves, as the case may be, and the property, plant and equipment disclosed on the financial statements.}

Effective Sales – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

Birchcliff defines “effective sales” in the AECO market and NYMEX HH market as the sales amount received from the production of natural gas that is effectively attributed to the AECO and NYMEX HH market pricing, respectively, and does not consider the physical sales delivery point in each case. Effective sales in the NYMEX HH market includes realized gains and losses on financial instruments and excludes the notional fixed basis costs associated with the underlying financial contract in the period. Birchcliff defines “effective total natural gas sales” as the aggregate of the effective sales amount received in each natural gas market. Birchcliff defines “effective total corporate sales” as the aggregate of the effective total natural gas sales and the sales amount received from the production of light oil, condensate and NGLs. Management believes that disclosing the effective sales for each natural gas market assists management and investors in assessing Birchcliff’s natural gas diversification and commodity price exposure to each market.

The most directly comparable GAAP financial measure to effective total natural gas sales and effective total corporate sales is natural gas sales. The following table provides a reconciliation of natural gas sales to effective total natural gas sales and effective total corporate sales for the periods indicated:

	Three months ended
	December 31,
($000s)	2024	2023
Natural gas sales	79,615	99,957
Realized gain (loss) on financial instruments	12,022	(2,583	)
Notional fixed basis costs⁽¹⁾	21,490	20,802
Effective total natural gas sales	113,127	118,176
Light oil sales	17,450	15,180
Condensate sales	37,985	49,135
NGLs sales	18,679	18,977
Effective total corporate sales	187,241	201,468

^{(1) Reflects the aggregate notional fixed basis cost associated with Birchcliff’s financial and physical NYMEX HH/AECO 7A basis swap contracts in the period.}

Non-GAAP Ratios

NI 52-112 defines a non-GAAP ratio as a financial measure that: (i) is in the form of a ratio, fraction, percentage or similar representation; (ii) has a non-GAAP financial measure as one or more of its components; and (iii) is not disclosed in the financial statements of the entity. The non-GAAP ratios used in this press release are not standardized financial measures under GAAP and might not be comparable to similar measures presented by other companies. Set forth below is a description of the non-GAAP ratios used in this press release.

Adjusted Funds Flow Per Boe and Adjusted Funds Flow Per Basic Common Share

Birchcliff calculates “adjusted funds flow per boe” as aggregate adjusted funds flow in the period divided by the production (boe) in the period. Management believes that adjusted funds flow per boe assists management and investors in assessing Birchcliff’s financial profitability and sustainability on a cash basis by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

Birchcliff calculates “adjusted funds flow per basic common share” as aggregate adjusted funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that adjusted funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength on a per common share basis.

Free Funds Flow Per Basic Common Share

Birchcliff calculates “free funds flow per basic common share” as aggregate free funds flow in the period divided by the weighted average basic common shares outstanding at the end of the period. Management believes that free funds flow per basic common share assists management and investors in assessing Birchcliff’s financial strength and its ability to deliver shareholder returns on a per common share basis.

Transportation and Other Expense Per Boe

Birchcliff calculates “transportation and other expense per boe” as aggregate transportation and other expense in the period divided by the production (boe) in the period. Management believes that transportation and other expense per boe assists management and investors in assessing Birchcliff’s cost structure as it relates to its transportation and marketing activities by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

Operating Netback Per Boe

Birchcliff calculates “operating netback per boe” as aggregate operating netback in the period divided by the production (boe) in the period. Operating netback per boe is a key industry performance indicator and one that provides investors with information that is commonly presented by other oil and natural gas producers. Management believes that operating netback per boe assists management and investors in assessing Birchcliff’s operating profitability and sustainability by isolating the impact of production volumes to better analyze its performance against prior periods on a comparable basis.

Operating Netback Recycle Ratio

Birchcliff calculates “operating netback recycle ratio” as operating netback per boe in the period divided by F&D or FD&A costs, as the case may be, for its PDP, proved and proved plus probable reserves, as the case may be, in the period. Management believes that operating netback recycle ratio assists management and investors in assessing Birchcliff’s ability to profitably find and develop its PDP, proved and proved plus probable reserves.

Net Asset Value Per Common Share

Birchcliff calculates “net asset value per common share” as the net asset value in each category of reserves divided by the aggregate of the basic common shares outstanding and in-the-money dilutive common shares attributable to stock options and performance warrants outstanding at the end of the period. Management believes that net asset value per common share assists management and investors in comparing Birchcliff’s common share trading price to the underlying fair market value of its net assets on a per common share basis.

Effective Average Realized Sales Price – Total Corporate, Total Natural Gas, AECO Market and NYMEX HH Market

Birchcliff calculates “effective average realized sales price” as effective sales, in each of total corporate, total natural gas, AECO market and NYMEX HH market, as the case may be, divided by the effective production in each of the markets during the period. Management believes that disclosing the effective average realized sales price for each natural gas market assists management and investors in comparing Birchcliff’s commodity price realizations in each natural gas market on a per unit basis.

Capital Management Measures

NI 52-112 defines a capital management measure as a financial measure that: (i) is intended to enable an individual to evaluate an entity’s objectives, policies and processes for managing the entity’s capital; (ii) is not a component of a line item disclosed in the primary financial statements of the entity; (iii) is disclosed in the notes to the financial statements of the entity; and (iv) is not disclosed in the primary financial statements of the entity. Set forth below is a description of the capital management measure used in this press release.

Total Debt

Birchcliff calculates “total debt” at the end of the period as the amount outstanding under the Corporation’s Credit Facilities plus working capital deficit (less working capital surplus) plus the fair value of the current asset portion of financial instruments less the fair value of the current liability portion of financial instruments and less the current portion of other liabilities discounted to the end of the period. The current portion of other liabilities has been excluded from total debt as these amounts have not been incurred and reflect future commitments in the normal course of operations. Management believes that total debt assists management and investors in assessing Birchcliff’s overall liquidity and financial position at the end of the period. The following table provides a reconciliation of the amount outstanding under the Credit Facilities, as determined in accordance with GAAP, to total debt for the periods indicated:

As at December 31, ($000s)	2024		2023
Revolving term credit facilities	566,857		372,097
Working capital deficit (surplus)⁽¹⁾	(88,953	)	10,522
Fair value of financial instruments – asset⁽²⁾	71,038		3,588
Fair value of financial instruments – liability⁽²⁾	–		(1,394	)
Other liabilities⁽²⁾	(13,385	)	(2,507	)
Total debt	535,557		382,306

^{(1) Current liabilities less current assets.}

^{(2) Reflects the current portion only.}

PRESENTATION OF OIL AND GAS RESERVES

Deloitte prepared the Deloitte Report and the 2023 Deloitte Report. In addition, Deloitte prepared a reserves evaluation in respect of Birchcliff’s oil and natural gas properties effective December 31, 2022. Such evaluations were prepared in accordance with the standards contained in NI 51-101 and the COGE Handbook that were in effect at the relevant time. Reserves estimates stated herein are extracted from the relevant evaluation.

There are numerous uncertainties inherent in estimating quantities of oil, natural gas and NGLs (including condensate) reserves and the future net revenue attributed to such reserves. The reserves and associated future net revenue information set forth in this press release are estimates only. In general, estimates of economically recoverable oil, natural gas and NGLs reserves and the future net revenue therefrom are based upon a number of variable factors and assumptions, such as historical production from the properties, production rates, ultimate reserves recovery, the timing and amount of capital expenditures, marketability of oil, natural gas and NGLs, royalty rates, the assumed effects of regulation by governmental agencies and future operating costs, all of which may vary materially from actual results. For these reasons, estimates of the economically recoverable oil, natural gas and NGLs reserves attributable to any particular group of properties, the classification of such reserves based on risk of recovery and estimates of future net revenue associated with reserves prepared by different engineers, or by the same engineer at different times, may vary. Birchcliff’s actual production, revenue, taxes and development and operating expenditures with respect to its reserves will vary from estimates thereof and such variations could be material.

It should not be assumed that the undiscounted or discounted net present value of future net revenue attributable to the Corporation’s reserves estimated by the Corporation’s independent qualified reserves evaluator represent the fair market value of those reserves. There is no assurance that the forecast prices and costs assumptions will be attained and variances could be material. Actual oil, natural gas and NGLs reserves may be greater than or less than the estimates provided herein and variances could be material.

In this press release, unless otherwise stated all references to “reserves” are to Birchcliff’s gross company reserves, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

The information set forth in this press release relating to the reserves, future net revenue and future development costs of Birchcliff constitutes forward-looking statements and is subject to certain risks and uncertainties. See “Advisories – Forward-Looking Statements”.

Certain terms used herein but not defined are defined in NI 51-101, CSA Staff Notice 51-324 – Revised Glossary to NI 51-101 Standards of Disclosure for Oil and Gas Activities (“CSA Staff Notice 51-324”) and/or the COGE Handbook and, unless the context otherwise requires, shall have the same meanings herein as in NI 51-101, CSA Staff Notice 51-324 and the COGE Handbook, as the case may be.

ADVISORIES

Unaudited Information

All financial information contained in this press release for the fourth quarter and year ended December 31, 2024 is based on unaudited estimated financial information which has been disclosed in accordance with GAAP. These estimated results have not been reviewed by the Corporation’s auditor and are subject to change upon completion of the audited financial statements for the year ended December 31, 2024, and changes could be material. Birchcliff anticipates filing its audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on SEDAR+ on March 12, 2025.

Currency

Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars, all references to “$” and “CDN$” are to Canadian dollars and all references to “US$” are to United States dollars.

Boe Conversions

Boe amounts have been calculated by using the conversion ratio of 6 Mcf of natural gas to 1 bbl of oil. Boe amounts may be misleading, particularly if used in isolation. A boe conversion ratio of 6 Mcf: 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

MMBtu Pricing Conversions

$1.00 per MMBtu equals $1.00 per Mcf based on a standard heat value Mcf.

Oil and Gas Metrics

This press release contains metrics commonly used in the oil and natural gas industry, including F&D costs, FD&A costs, reserves replacement, reserves life index, capital efficiency, operating netback, operating netback recycle ratio, net asset value and net asset value per common share, which have been determined by Birchcliff as set out below. These oil and gas metrics do not have any standardized meanings or standard methods of calculation and therefore may not be comparable to similar measures presented by other companies. As such, they should not be used to make comparisons. Management uses these oil and gas metrics for its own performance measurements and to provide investors with measures to compare Birchcliff’s performance over time; however, such measures are not reliable indicators of Birchcliff’s future performance, which may not compare to Birchcliff’s performance in previous periods, and therefore should not be unduly relied upon.

With respect to F&D and FD&A costs:
- F&D costs for PDP, proved or proved plus probable reserves, as the case may be, are calculated by taking the sum of: (i) exploration and development expenditures (F&D capital expenditures) incurred in the period; and (ii) where appropriate, the change during the period in FDC for the reserves category; divided by the applicable additions to the reserves category after adding back production in the period. F&D costs exclude the effects of acquisitions and dispositions.
- FD&A costs for PDP, proved or proved plus probable reserves, as the case may be, are calculated by taking the sum of: (i) FD&A capital expenditures incurred in the period; and (ii) where appropriate, the change during the period in FDC for the reserves category; divided by the applicable additions to the reserves category after adding back production in the period.
- In determining the F&D and FD&A costs for PDP, proved or proved plus probable reserves, as the case may be, the estimated reserves additions during the period and the change during the period in estimated FDC are based upon the evaluations of Birchcliff’s reserves prepared by its independent qualified reserves evaluator effective December 31 of such year.
- The aggregate of the F&D and FD&A capital expenditures incurred in the most recent financial year and the change during that year in estimated FDC generally will not reflect total F&D and FD&A costs related to reserves additions for that year.
- F&D and FD&A costs may be used as a measure of the Corporation’s efficiency with respect to finding and developing its reserves.
Reserves replacement on an F&D basis is calculated by dividing PDP, proved or proved plus probable reserves additions, as the case may be, before production by the total annual production in the applicable period. Reserves replacement on an FD&A basis is calculated in the same manner as F&D reserves replacement, but include the effects of acquisitions and dispositions. Reserves replacement may be used as a measure of the Corporation’s sustainability and its ability to replace its PDP, proved or proved plus probable reserves, as the case may be.
Reserves life index is calculated by dividing PDP, proved or proved plus probable reserves, as the case may be, estimated by Deloitte at December 31, 2024, by 77,500 boe/d (which represents the mid-point of Birchcliff’s annual average production guidance range for 2025) determined on an annualized basis. Reserves life index may be used as a measure of the Corporation’s sustainability.
Capital efficiency is calculated on an average well basis as drill, case, complete and equip capital expenditures divided by the IP365 boe/d for the applicable well(s). Birchcliff defines “IP365 boe/d” as the estimated average daily field production in the first 365 days a well is on-stream. Where field production data is not available for a well, Birchcliff uses the forecasted production data for that well. Capital efficiency is determined at the individual well level and then aggregated and averaged for the year. Management believes that capital efficiency assists management and investors in assessing Birchcliff’s asset performance, execution and ability to generate shareholder value.
For information regarding operating netback, operating netback recycle ratio, net asset value and net asset value per common share and how such metrics are calculated, see “Non-GAAP and Other Financial Measures”.

Production

With respect to the disclosure of Birchcliff’s production contained in this press release: (i) references to “light oil” mean “light crude oil and medium crude oil” as such term is defined in NI 51-101; (ii) references to “liquids” mean “light crude oil and medium crude oil” and “natural gas liquids” (including condensate) as such terms are defined in NI 51-101; and (iii) references to “natural gas” mean “shale gas”, which also includes an immaterial amount of “conventional natural gas”, as such terms are defined in NI 51-101. In addition, NI 51-101 includes condensate within the product type of natural gas liquids. In certain cases, Birchcliff has disclosed condensate separately from other natural gas liquids as the price of condensate as compared to other natural gas liquids is currently significantly higher and Birchcliff believes presenting the two commodities separately provides a more accurate description of its operations and results therefrom.

With respect to the disclosure of Birchcliff’s production contained in this press release, all production volumes have been disclosed on a “gross” basis as such term is defined in NI 51-101, meaning Birchcliff’s working interest (operating or non-operating) share before the deduction of royalties and without including any royalty interests of Birchcliff.

F&D Capital Expenditures

Unless otherwise stated, references in this press release to “F&D capital expenditures” denotes exploration and development expenditures as disclosed in the Corporation’s financial statements in accordance with GAAP, and is primarily comprised of capital for land, seismic, workovers, drilling and completions, well equipment and facilities and capitalized G&A costs and excludes any acquisitions, dispositions, administrative assets and the capitalized portion of cash incentive payments that have not been approved by the Board. Management believes that F&D capital expenditures assists management and investors in assessing Birchcliff’s capital cost outlay associated with its exploration and development activities for the purposes of finding and developing its reserves.

Forward-Looking Statements

Certain statements contained in this press release constitute forward‐looking statements and forward-looking information (collectively referred to as “forward‐looking statements”) within the meaning of applicable Canadian securities laws. The forward-looking statements contained in this press release relate to future events or Birchcliff’s future plans, strategy, operations, performance or financial position and are based on Birchcliff’s current expectations, estimates, projections, beliefs and assumptions. Such forward-looking statements have been made by Birchcliff in light of the information available to it at the time the statements were made and reflect its experience and perception of historical trends. All statements and information other than historical fact may be forward‐looking statements. Such forward‐looking statements are often, but not always, identified by the use of words such as “seek”, “plan”, “focus”, “future”, “outlook”, “position”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “forecast”, “guidance”, “potential”, “proposed”, “predict”, “budget”, “continue”, “targeting”, “may”, “will”, “could”, “might”, “should”, “would”, “on track”, “maintain”, “deliver” and other similar words and expressions.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward‐looking statements. Accordingly, readers are cautioned not to place undue reliance on such forward-looking statements. Although Birchcliff believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct and Birchcliff makes no representation that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

In particular, this press release contains forward‐looking statements relating to:

Birchcliff’s plans and other aspects of its anticipated future financial performance, results, operations, focus, objectives, strategies, opportunities, priorities and goals, including: Birchcliff’s belief that there is significant intrinsic shareholder value embedded in Birchcliff’s asset base that is not reflected in its current share price, as demonstrated by its PDP reserves net asset value per common share of $6.35 and $13.79 and $18.09 per share for its proved and proved plus probable reserves, respectively; that Birchcliff’s Elmworth asset provides Birchcliff with significant inventory and a large potential future development area; that Birchcliff’s strategy for 2025 builds off of the operational momentum from 2024, maintaining the Corporation’s focus on capital efficiency improvements and further driving down costs; that the Corporation’s 2025 capital program has been designed to ensure that its capital is strategically deployed throughout the year, providing it with the flexibility to adjust its capital spending if necessary in response to the commodity price volatility expected during 2025, including as a result of the potential for U.S. and Canadian tariffs and the start-up of LNG Canada; that the unutilized credit capacity under its Credit Facilities provides Birchcliff with significant financial flexibility and available capital resources; that Birchcliff believes its ongoing strategy of maintaining significant natural gas market diversification for 2025 will continue to protect the Corporation from volatility in the North American natural gas pricing environment, including as it relates to potential tariffs; and estimates of Birchcliff’s 2025 market diversification (including that approximately 41% of Birchcliff’s natural gas production is physically delivered to the Dawn trading hub in Ontario and that Birchcliff has U.S. denominated financial contracts that expose approximately 35% of its natural gas production to NYMEX HH pricing on a financial basis);
the information set forth under the heading “Update on 2025 Capital Program” and elsewhere in this press release regarding Birchcliff’s 2025 capital program and its exploration, production and development activities and the timing thereof, including: estimates of the Corporation’s 2025 F&D capital expenditures; that the wells in Birchcliff’s 2025 capital program are expected to yield strong production, using the Corporation’s latest field development practices and wellbore design, which incorporates longer lateral lengths, reduced stage spacing and increased proppant loading where appropriate; that the land retention well drilled and completed by the Corporation in Elmworth is not currently planned to be tied in; the targeted product types; and the expected timing for wells to be drilled, completed and brought on production;
statements regarding U.S. and Canadian tariffs, including that the Corporation believes that Canada’s over-reliance on exporting its energy into the U.S. must be addressed through the reduction of red tape and government interference in the construction of critical infrastructure such as oil and gas pipelines to the east and west coasts of Canada, LNG terminals on each coast and an increase in refining capacity within Canada, in order to diversify Canada’s energy export market; and that the Corporation continues to actively monitor this situation;
the information set forth under the heading “2024 Year-End Reserves” and elsewhere in this press release regarding the Corporation’s reserves, including: estimates of reserves; estimates of the net present values of future net revenue associated with Birchcliff’s reserves; forecasts of prices, inflation and exchange rates; FDC; reserves life index; and that the Corporation does not expect that the technical revisions relating to the 56 high-density wells drilled from 2019 to 2023 will negatively impact future reserves booked for other existing or future wells;
the performance and other characteristics of Birchcliff’s oil and natural gas properties and expected results from its assets, including statements regarding the potential or prospectivity of Birchcliff’s properties; and
that Birchcliff anticipates filing its annual information form and audited financial statements and related management’s discussion and analysis for the year ended December 31, 2024 on March 12, 2025.

Information relating to reserves is forward-looking as it involves the implied assessment, based on certain estimates and assumptions, that the reserves exist in the quantities predicted or estimated and that the reserves can profitably be produced in the future. See “Presentation of Oil and Gas Reserves”.

With respect to the forward-looking statements contained in this press release, assumptions have been made regarding, among other things: prevailing and future commodity prices and differentials, exchange rates, interest rates, inflation rates, royalty rates and tax rates; the state of the economy, financial markets and the exploration, development and production business; the political environment in which Birchcliff operates; the regulatory framework regarding royalties, taxes, environmental, climate change and other laws; the Corporation’s ability to comply with existing and future laws; future cash flow, debt and dividend levels; future operating, transportation, G&A and other expenses; Birchcliff’s ability to access capital and obtain financing on acceptable terms; the timing and amount of capital expenditures and the sources of funding for capital expenditures and other activities; the sufficiency of budgeted capital expenditures to carry out planned operations; the successful and timely implementation of capital projects and the timing, location and extent of future drilling and other operations; results of operations; Birchcliff’s ability to continue to develop its assets and obtain the anticipated benefits therefrom; the performance of existing and future wells; reserves volumes and Birchcliff’s ability to replace and expand reserves through acquisition, development or exploration; the impact of competition on Birchcliff; the availability of, demand for and cost of labour, services and materials; the approval of the Board of future dividends; the ability to obtain any necessary regulatory or other approvals in a timely manner; the satisfaction by third parties of their obligations to Birchcliff; the ability of Birchcliff to secure adequate processing and transportation for its products; Birchcliff’s ability to successfully market natural gas and liquids; the results of the Corporation’s risk management and market diversification activities; and Birchcliff’s natural gas market exposure. In addition to the foregoing assumptions, Birchcliff has made the following assumptions with respect to certain forward-looking statements contained in this press release:

Birchcliff’s forecast of F&D capital expenditures assumes that the Corporation’s 2025 capital program will be carried out as currently contemplated and excludes any potential acquisitions, dispositions and the capitalized portion of cash incentive payments that have not been approved by the Board. The amount and allocation of capital expenditures for exploration and development activities by area and the number and types of wells to be drilled and brought on production is dependent upon results achieved and is subject to review and modification by management on an ongoing basis throughout the year. Actual spending may vary due to a variety of factors, including commodity prices, economic conditions, results of operations and costs of labour, services and materials.
With respect to estimates of reserves volumes and the net present values of future net revenue associated with Birchcliff’s reserves, the key assumption is the validity of the data used by Deloitte in the Deloitte Report.
With respect to statements regarding future wells to be drilled or brought on production, such statements assume: the continuing validity of the geological and other technical interpretations performed by Birchcliff’s technical staff, which indicate that commercially economic volumes can be recovered from Birchcliff’s lands as a result of drilling future wells; and that commodity prices and general economic conditions will warrant proceeding with the drilling of such wells.

Birchcliff’s actual results, performance or achievements could differ materially from those anticipated in the forward-looking statements as a result of both known and unknown risks and uncertainties including, but not limited to: general economic, market and business conditions which will, among other things, impact the demand for and market prices of Birchcliff’s products and Birchcliff’s access to capital; volatility of crude oil and natural gas prices; risks associated with increasing costs, whether due to high inflation rates, supply chain disruptions or other factors; fluctuations in exchange and interest rates; an inability of Birchcliff to generate sufficient cash flow from operations to meet its current and future obligations; an inability to access sufficient capital from internal and external sources on terms acceptable to the Corporation; risks associated with Birchcliff’s Credit Facilities, including a failure to comply with covenants under the agreement governing the Credit Facilities and the risk that the borrowing base limit may be redetermined; fluctuations in the costs of borrowing; operational risks and liabilities inherent in oil and natural gas operations; the risk that weather events such as wildfires, flooding, droughts or extreme hot or cold temperatures forces the Corporation to shut-in production or otherwise adversely affects the Corporation’s operations; the occurrence of unexpected events such as fires, explosions, blow-outs, equipment failures, transportation incidents and other similar events; an inability to access sufficient water or other fluids needed for operations; the risks associated with supply chain disruptions; uncertainty that development activities in connection with Birchcliff’s assets will be economic; an inability to access or implement some or all of the technology necessary to operate its assets and achieve expected future results; geological, technical, drilling, construction and processing problems; uncertainty of geological and technical data; horizontal drilling and completions techniques and the failure of drilling results to meet expectations for reserves or production; uncertainties related to Birchcliff’s future potential drilling locations; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of estimates and projections relating to production, revenue, costs and reserves; the accuracy of cost estimates and variances in Birchcliff’s actual costs and economic returns from those anticipated; incorrect assessments of the value of acquisitions and exploration and development programs; the risks posed by pandemics, epidemics and global conflict and their impacts on supply and demand and commodity prices; actions taken by OPEC and other major producers of crude oil and the impact such actions may have on supply and demand and commodity prices; stock market volatility; loss of market demand; changes to the regulatory framework in the locations where the Corporation operates, including changes to tax laws, Crown royalty rates, environmental laws, climate change laws, carbon tax regimes, incentive programs and other regulations that affect the oil and natural gas industry (including uncertainty with respect to the interpretation of Bill C-59 and the related amendments to the Competition Act (Canada)); political uncertainty and uncertainty associated with government policy changes, including the risk of U.S. tariffs on goods exported from Canada and any retaliatory tariffs implemented; actions by government authorities; an inability of the Corporation to comply with existing and future laws and the cost of compliance with such laws; dependence on facilities, gathering lines and pipelines; uncertainties and risks associated with pipeline restrictions and outages to third-party infrastructure that could cause disruptions to production; the lack of available pipeline capacity and an inability to secure adequate and cost-effective processing and transportation for Birchcliff’s products; an inability to satisfy obligations under Birchcliff’s firm marketing and transportation arrangements; shortages in equipment and skilled personnel; the absence or loss of key employees; competition for, among other things, capital, acquisitions of reserves, undeveloped lands, equipment and skilled personnel; management of Birchcliff’s growth; environmental and climate change risks, claims and liabilities; potential litigation; default under or breach of agreements by counterparties and potential enforceability issues in contracts; claims by Indigenous peoples; the reassessment by taxing or regulatory authorities of the Corporation’s prior transactions and filings; unforeseen title defects; third-party claims regarding the Corporation’s right to use technology and equipment; uncertainties associated with the outcome of litigation or other proceedings involving Birchcliff; uncertainties associated with counterparty credit risk; risks associated with Birchcliff’s risk management and market diversification activities; risks associated with the declaration and payment of future dividends, including the discretion of the Board to declare dividends and change the Corporation’s dividend policy and the risk that the amount of dividends may be less than currently forecast; the failure to obtain any required approvals in a timely manner or at all; the failure to complete or realize the anticipated benefits of acquisitions and dispositions and the risk of unforeseen difficulties in integrating acquired assets into Birchcliff’s operations; negative public perception of the oil and natural gas industry and fossil fuels; the Corporation’s reliance on hydraulic fracturing; market competition, including from alternative energy sources; changing demand for petroleum products; the availability of insurance and the risk that certain losses may not be insured; breaches or failure of information systems and security (including risks associated with cyber-attacks); risks associated with the ownership of the Corporation’s securities; the accuracy of the Corporation’s accounting estimates and judgments; and the risk that any of the Corporation’s material assumptions prove to be materially inaccurate.

Readers are cautioned that the foregoing lists of factors are not exhaustive. Additional information on these and other risk factors that could affect Birchcliff’s results of operations, financial performance or financial results are included in Birchcliff’s annual information form and annual management’s discussion and analysis for the financial year ended December 31, 2023 under the heading “Risk Factors” and in other reports filed with Canadian securities regulatory authorities.

This press release contains information that may constitute future-oriented financial information or financial outlook information (collectively, “FOFI”) about Birchcliff’s prospective financial performance, financial position or cash flows, all of which is subject to the same assumptions, risk factors, limitations and qualifications as set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise or inaccurate and, as such, undue reliance should not be placed on FOFI. Birchcliff’s actual results, performance and achievements could differ materially from those expressed in, or implied by, FOFI. Birchcliff has included FOFI in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that such information may not be appropriate for other purposes.

Management has included the above summary of assumptions and risks related to forward-looking statements provided in this press release in order to provide readers with a more complete perspective on Birchcliff’s future operations and management’s current expectations relating to Birchcliff’s future performance. Readers are cautioned that this information may not be appropriate for other purposes.

The forward-looking statements and FOFI contained in this press release are expressly qualified by the foregoing cautionary statements. The forward-looking statements and FOFI contained herein are made as of the date of this press release. Unless required by applicable laws, Birchcliff does not undertake any obligation to publicly update or revise any forward-looking statements or FOFI, whether as a result of new information, future events or otherwise.

ABOUT BIRCHCLIFF:

Birchcliff is an intermediate oil and natural gas company based in Calgary, Alberta with operations focused on the Montney/Doig Resource Play in Alberta. Birchcliff’s common shares are listed for trading on the TSX under the symbol “BIR”.

For further information, please contact:

Birchcliff Energy Ltd.
Suite 1000, 600 – 3^rd Avenue S.W.
Calgary, Alberta T2P 0G5
Telephone: (403) 261-6401
Email: birinfo@birchcliffenergy.com
www.birchcliffenergy.com

Chris Carlsen – President and Chief Executive Officer

Bruno Geremia – Executive Vice President and Chief Financial Officer

The MIL Network –

February 13, 2025

MIL-OSI: Flywire to Announce Fourth Quarter and Full Year 2024 Results on February 25, 2025

Source: GlobeNewswire (MIL-OSI)

BOSTON, Feb. 12, 2025 (GLOBE NEWSWIRE) — Today, Flywire Corporation (Flywire) (Nasdaq: FLYW), a global payments enablement and software company, announced that its fourth quarter and full year 2024 financial results will be released after market close on Tuesday, February 25, 2025. Flywire will host a conference call to discuss its fourth quarter and full year 2024 financial results at 5:00pm ET the same day. Hosting the call will be Mike Massaro, CEO, Rob Orgel, President and COO, and Cosmin Pitigoi, CFO.

The conference call will be webcast live from Flywire’s investor relations website at https://ir.flywire.com/. A replay will be available on the investor relations website following the call.

About Flywire
Flywire is a global payments enablement and software company. We combine our proprietary global payments network, next-gen payments platform and vertical-specific software to deliver the most important and complex payments for our clients and their customers.

Flywire leverages its vertical-specific software and payments technology to deeply embed within the existing A/R workflows for its clients across the education, healthcare and travel vertical markets, as well as in key B2B industries. Flywire also integrates with leading ERP systems, such as NetSuite, so organizations can optimize the payment experience for their customers while eliminating operational challenges.

Flywire supports more than 4,000 clients with diverse payment methods in more than 140 currencies across more than 240 countries and territories around the world. The company is headquartered in Boston, MA, USA with global offices. For more information, visit www.flywire.com. Follow Flywire on X , LinkedIn and Facebook.

Contacts
Investor Relations:
Masha Kahn
ir@Flywire.com

Media:
Sarah King
media@flywire.com

The MIL Network –

February 13, 2025
MIL-OSI USA: Klobuchar, Cornyn Introduce Bipartisan Legislation to Crack Down on Online Exploitation of Private Images

US Senate News:

Source: United States Senator Amy Klobuchar (D-Minn)
The Stopping Harmful Image Exploitation and Limiting Distribution (SHIELD) Act ensures that federal prosecutors have appropriate and effective tools to address serious privacy violations
WASHINGTON — U.S. Senators Amy Klobuchar (D-MN) and John Cornyn (R-TX) introduced bipartisan legislation to take on the online exploitation of explicit, private images. The Stopping Harmful Image Exploitation and Limiting Distribution (SHIELD) Act would provide federal law enforcement with the tools they need to crack down on serious privacy violations. The bill establishes federal criminal liability for people who distribute others’ private or explicit images online, or threaten to do so, without consent. The bill also fills in existing gaps in federal law so that prosecutors can hold all those who exploit children accountable. Current state laws offer incomplete and inconsistent protection for victims of image exploitation. Last year, the SHIELD Act passed the Senate unanimously. Companion legislation in the House of Representatives is led by Representatives Jeff Van Drew (R-NJ) and Madeleine Dean (D-PA).
“We need to provide victims of online abuse with the legal protection they deserve, and to hold their exploiters accountable,” said Klobuchar. “Our bipartisan legislation does just that. Providing law enforcement with the tools they need will help prevent these serious privacy violations from going unpunished or even happening in the first place. We will build on the progress we made last year to finally get these critical protections passed into law.”
“Those who have had their digital privacy violated shouldn’t have to fear that their abusers will go unpunished,” said Cornyn. “Our legislation will help ensure criminals who share private images of others online, including explicit photos of children, are held accountable to the fullest extent of the law.”
The SHIELD Act is endorsed by over 50 organizations, including the National Association of Police Organizations, the National Center for Missing & Exploited Children, and the National District Attorneys Association.
“In a world where smart phones and other devices are used to record and share every moment in life, it is vital to protect against the malicious, nonconsensual sharing of private, explicit images. These privacy violations disproportionately target women and minors. By establishing federal liability for those who share private images without consent, the SHIELD Act will help law enforcement bring justice to the victims of these crimes. We thank Senators Klobuchar and Cornyn for their leadership and stand with them in support of this important bill,” said Bill Johnson, Executive Director of the National Association of Police Organizations.
“The National Center for Missing and Exploited Children (NCMEC) applauds Senator Klobuchar and Senator Cornyn for their leadership on the SHIELD Act. This essential piece of legislation protects children and closes a gap in current law by criminalizing the distribution of sexually explicit and nude images of a child. In 2024, NCMEC received more than 500,000 reports of online enticement, including sextortion, to our CyberTipline. The SHIELD Act will provide a crucial legal remedy for children in many of these cases. We look forward to working with the Senate and House sponsors to ensure that the SHIELD Act is enacted into law this term. NCMEC is appreciative of all Congressional supporters of the SHIELD Act who are working to prioritize child safety online,” said Michelle DeLaune, President and CEO of the National Center for Missing & Exploited Children.
“As technology advances at a rapid pace, so too does the exploitation of some of our most vulnerable victims in our communities—children. The Stopping Harmful Image Exploitation and Limiting Distribution (SHIELD) Act takes an important step to hold those who prey on children and others accountable. The legislation also addresses the challenges of ‘sextortion’ and closes a loophole where child pornography falls short of meeting the definition of sexual content. We appreciate Senator Klobuchar and Senator Cornyn’s efforts to provide the necessary tools to law enforcement and prosecutors to keep our communities safe,” said Nelson Bunn, Executive Director of the National District Attorneys Association.
The SHIELD Act would:
Ensure that the Department of Justice has an appropriate and effective tool to address serious privacy violations;
Establish federal criminal liability for individuals who share, or threaten to share, private, sexually explicit or nude images without consent;
Fill in gaps in existing law that prevent prosecutors from holding those who share explicit images of children accountable; and
Protect the victims of serious privacy violations, while leaving room for sharing consensual images and images of public concern.
Last year, at a Senate Judiciary Committee hearing titled “Big Tech and the Online Child Sexual Exploitation Crisis,” Senator Klobuchar was part of a hearing that questioned tech executives about their companies turning a blind eye when young children join their platforms, ignoring the risk of sexual exploitation, using algorithms that push harmful content, and providing a venue for drug traffickers to sell deadly narcotics like fentanyl. In 2017, Klobuchar and former Senators Richard Burr (R-NC) and Kamala Harris (D-CA), introduced the first version of this legislation, the bipartisan Ending Nonconsensual Online User Graphic Harassment (ENOUGH) Act.

MIL OSI USA News –

February 13, 2025
MIL-OSI USA: Chairman Capito Opening Statement at Hearing on Advancing CCUS Technology, Proper Implementation of USE IT Act

US Senate News:

Source: United States Senator for West Virginia Shelley Moore Capito
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To watch Chairman Capito’s opening statement, click here or the image above.
WASHINGTON, D.C. – Today, U.S. Senator Shelley Moore Capito (R-W.Va.), Chairman of the Senate Environment and Public Works (EPW) Committee, held a hearing on advancing carbon capture, utilization, and sequestration (CCUS) technologies, and examining the implementation of the Utilizing Significant Emissions with Innovative Technologies Act or USE IT Act. The EPW Committee led efforts to get the USE IT Act signed into law in December 2020.
In her opening remarks, Chairman Capito spoke to the bipartisan support for CCUS technology and the need to continue efforts to advance these technologies, while emphasizing the importance of implementing the USE IT Act at a faster pace. Additionally, Chairman Capito highlighted the significance of timely project approval and Class VI well primacy for states, as well as the role of CCUS in ensuring a reliable electric grid.
Below is the opening statement of Chairman Shelley Moore Capito (R-W.Va.) as delivered.
“I’m excited to start this year with a hearing on a bipartisan topic that Ranking Member Whitehouse and I have worked together on over the years to address, and I look forward to continuing bipartisan efforts to champion meaningful legislation on this issue with Ranking Member Whitehouse and the rest of the Committee. Certainly, [Senator Cramer] knows a lot about this at the same time in the great state of North Dakota. Innovative CCUS technologies will play a critical role in reducing emissions, particularly for facilities that face unique challenges because of their size, location, or industrial application.
“In my state of West Virginia, several CCUS efforts are underway. West Virginia University is currently exploring direct air capture technologies, and the Department of Energy’s National Energy Technology Laboratory, which is located in Morgantown, is supporting a suite of CCUS research.
“West Virginia is also a partner in the Appalachian Regional Clean Hydrogen Hub –known as ARCH2 – that includes project partners who are working to deploy CCUS technologies. Collectively, these projects position West Virginia to continue as a national energy leader, while also reducing our air emissions.
“But, we cannot realize the full benefits of these projects and emerging technologies like CCUS if there is not a permitting framework that will allow for the rapid and safe deployment of these projects. That’s why Ranking Member Whitehouse and I, working together with Senator Barrasso and former Senator Carper, moved forward to get the Utilizing Significant Emissions with Innovative Technologies Act – or the USE IT Act – signed into law in December of 2020.
“This legislation was intended to ensure that carbon capture projects, at all types of facilities, can be permitted in a timely and efficient manner. Despite the progress made by the USE IT Act, there have been significant problems with its implementation that have held back the deployment and the development of CCUS.
“First, while the Council on Environmental Quality – or CEQ – released a report in 2021 and subsequent interagency guidance for the deployment of CCUS in 2022, as the USE IT Act required, the guidance failed to present a clear pathway to expedite permitting for these projects.
“Second, the law required at least two federal tasks forces be established to help identify challenges to and solutions for permitting these projects. The Department of Energy and CEQ missed the required 18-month deadline to establish these tasks forces.
“They were not chartered until April of 2024, more than twice as long as the Congress mandated in the USE IT Act. The delay in standing up these task forces has hindered our progress in supporting CCUS, but at least they are finally working on recommendations to improve the permitting process.
“After the USE IT Act, Congress and the EPW Committee worked in a bipartisan way to expedite carbon capture projects by including $25 million in the IIJA for the EPA to review and approve Class VI well applications.
“The IIJA also included $50 million to help our states obtain primacy for permitting such Class VI wells. This funding gave the EPA needed resources to clear its backlog of individual Class VI applications, and reduce the total number of applications that the EPA must review by granting states primacy.
“Despite receiving additional help and funding with the process, the Biden administration only approved two Class VI projects, and only granted primacy to two states, Louisiana, and after more than three and half years…my home state, really the last day of the Biden administration, received their permit for primacy on Class VI wells.
“I’m very excited that [West Virginia] got our primacy over that permitting process. I hope EPA Administrator Zeldin will prioritize reducing the current backlog of pending applications and support additional states that are seeking to obtain primacy.
“The North American Electric Reliability Corporation has found that over the next ten years, due to a rise in energy consumption and the early retirement of our existing fossil fuel generation, our country could face major electric reliability concerns.
“The deployment of CCUS can be a tool to not only maintain, but expand reliable electric generation capacity and ensure the reliability of our electric grid, while improving the environment and growing our economy. I believe that’s a win-win situation.
“I look forward to our discussion today on this important topic, so we can figure out how we can continue to work in a bipartisan manner to advance CCUS deployment.”

MIL OSI USA News –

February 13, 2025

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