NewzIntel.com

Category: Canada

  • MIL-OSI Canada: Additional amendments to election legislation: Minister Amery

    Source: Government of Canada regional news (2)

    MIL OSI Canada News –

  • MIL-OSI Canada: Prime Minister Carney speaks with Prime Minister of Spain Pedro Sánchez

    Source: Government of Canada – Prime Minister

    Today, the Prime Minister, Mark Carney, spoke with the Prime Minister of Spain, Pedro Sánchez.

    Prime Minister Sánchez congratulated Prime Minister Carney on his election. The leaders discussed building on the strong bilateral relationship between Canada and Spain. This includes expanding trade and commercial ties, growing defence partnerships, and upholding international security.

    The prime ministers agreed to remain in close contact.

    Associated Link

    MIL OSI Canada News –

  • MIL-OSI: Freehold Royalties Announces Results from Annual Meeting of Shareholders

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — Freehold Royalties Ltd. (Freehold or the Company) (TSX:FRU) announced today that all nominees listed in its notice of meeting and information circular dated March 26, 2025 were elected as directors of Freehold at its Annual Meeting of Shareholders (the Meeting) held today. In addition, all other matters considered at the Meeting were approved by Freehold’s shareholders.

    A replay of the Meeting is available on our website at the below link, under the 2025 Annual Meeting of Shareholders:
    https://freeholdroyalties.com/investors/events-and-presentations/

    The results of the votes on the director nominees are as follows:

    Nominee Votes For (%) Votes Withheld (%)
    Gary R. Bugeaud 98.02 1.98
    Maureen E. Howe 98.56 1.44
    J. Douglas Kay 76.51 23.49
    Kimberley E. Lynch Proctor 97.18 2.82
    Valerie A. Mitchell 97.79 2.21
    Marvin. F. Romanow 97.81 2.19
    Mathieu M. Roy 98.39 1.61
    David M. Spyker 99.16 0.84
    Aidan M. Walsh 98.75 1.25

    KPMG LLP was appointed as the auditors of Freehold with 93.69% of the shares represented at the Meeting voting in favour of their appointment.

    The resolution to accept Freehold’s approach to executive compensation was approved by 95.14% of the shares represented at the Meeting voting in favour of the resolution.

    Freehold is uniquely positioned as a leading North American energy royalty company with approximately 6.1 million gross acres in Canada and approximately 1.2 million gross drilling acres in the United States. Freehold’s common shares trade on the Toronto Stock Exchange in Canada under the symbol FRU.

    The MIL Network –

  • MIL-OSI: EverGen Infrastructure Corp. Announces Receipt of TSX Venture Exchange Final Approval of Real Property Sale and Update to Previously Announced Financing

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, May 14, 2025 (GLOBE NEWSWIRE) — EverGen Infrastructure Corp. (“EverGen” or the “Company”) (TSXV: EVGN) is pleased to announced that, further to its press release dated March 17, 2025, the purchase and sale agreement dated March 13, 2025 with an effective date of February 28, 2025 (the “Agreement”) between 2065947 Alberta Ltd. and James Betts (collectively, the “Purchasers”) and Fraser Valley Biogas Ltd. (the “Vendor”), a subsidiary of the Company, has received final approval from the TSX Venture Exchange (the “TSXV”).

    The Agreement was entered into in connection with the disposition of certain real property having a municipal address of 2016 Interprovincial Highway, Abbotsford, B.C. V3G 2H8 and legally described as Parcel Identifier: 010-837-906, Lot 79, Section 13, Township 19, New Westminster District Plan 4211 (the “Property”) by the Vendor to the Purchasers (the “Transaction”) for a total purchase price of $2,620,000 (the “Purchase Price”), with $870,000 (the “Deferred Amount”) to be paid by the Purchasers upon the completion of the sale of a separate property owned by the Purchasers on or prior to December 31, 2025, though the sale is currently anticipated to be completed by the end of May 2025. Notwithstanding the foregoing, the terms of the Transaction provide that certain buildings, structures and equipment situated on the Property and the Company’s existing lease agreements are not included in the Purchase Price.

    In accordance with the terms of the Transaction, the Vendor has leased a portion of the Property from the Purchaser for a term of up to 20 years. The Vendor will pay $186,000 in rent to the Purchasers, calculated on an annual basis, though the amount of rent payable will be reduced to $124,236, calculated on an annual basis, during the time period when the Deferred Amount is outstanding. Additionally, the Purchasers were also assigned a lease between the Vendor and a third-party in respect of a portion of the Property and as a result, certain existing lease payments will now be directed to the Purchasers.

    As James Bett’s is the Chief Operating Officer of the Company, the Transaction involves a Non-Arm’s Length Party (as such term is defined under the polices of the TSX Venture Exchange) and constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemption from the valuation requirement pursuant to Section 5.5(b) (Issuer Not Listed on Specified Markets) of MI 61-101 and from the minority shareholder approval requirement prescribed by Section 5.7(1)(a) (Fair Market Value Not More Than 25 Percent of Market Capitalization) of MI 61-101 as of the time of the Agreement in respect of the Transaction.

    Financing Update

    Further to the Company’s press release dated April 23, 2025, EverGen wishes to provide an update on the previously announced share purchase and reorganization agreement with Ask America, LLC (the “Share Purchase and Reorganization Agreement”) and the connected private placement of common shares of the Company for total gross proceeds of up to CAD$7,000,000 (the “Private Placement”). Subject to final TSXV approval, all material conditions precedent that may be satisfied prior to closing of the Agreement have been satisfied, including receipt of the requisite shareholder approvals, and the Company anticipates closing as soon as final TSXV approval is received.

    About EverGen Infrastructure Corp.

    EverGen, Canada’s Renewable Natural Gas Infrastructure Platform, is combating climate change and helping communities contribute to a sustainable future. Headquartered on the West Coast of Canada, EverGen is an established independent renewable energy producer which acquires, develops, builds, owns and operates a portfolio of Renewable Natural Gas, waste to energy, and related infrastructure projects. EverGen is focused on Canada, with continued growth expected across other regions in North America and beyond.

    For more information about EverGen Infrastructure Corp. and our projects, please visit www.evergeninfra.com.

    Cautionary Statements Regarding Forward Looking Information

    This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes”, and or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, regulatory, competitive, political and social uncertainties; the delay or failure to receive required approvals (including shareholder, board, third party, TSXV and regulatory approvals); the timing of completion of the sale of a separate property owned by the Purchasers in relation to the payment of the Deferred Amount; and the closing of the Share Purchase and Reorganization Agreement and the Private Placement, including the acceptance of the TSXV of the Private Placement. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, EverGen assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities Laws.

    Contacts
    EverGen Infrastructure Corp.
    Co-founder & CEO
    Mischa Zajtmann
    604-202-7004
    mischa@evergeninfra.com

    The MIL Network –

  • MIL-OSI Canada: Reminder: Extension to submit financial security during CARM transition period ends on May 20

    Source: Government of Canada News (2)

    May 14, 2025
    Ottawa, Ontario

    The Canada Border Services Agency (CBSA) Assessment and Revenue Management (CARM) system was launched on October 21, 2024. A transition period was introduced to give commercial importers additional time to post their financial security electronically while continuing to benefit from the Release Prior to Payment (RPP) Program. This transition period is ending at 3 am EDT on May 20, 2025.

    The CBSA strongly encourages importers to enrol in RPP and make arrangements to post financial security before the end of the transition period. Once enrolled in the RPP Program and security is posted, importers are not required to visit a commercial office to pay for the duties and taxes owed at time of release of their commercial shipment. RPP enrollment also means that importers can avoid longer paper-based process and higher processing times. Importers who are not enrolled in RPP will have to pay all duties and taxes at a CBSA office before goods can be released at the border.

    The CBSA has also published a Customs Notice 25-22 reminding importers that the transition period will be ending and providing additional information on how goods can be processed efficiently at the border. Importers are encouraged to consult this Customs Notice and take any action required prior to May 20.

    Every year, over 99 per cent of the 29 million released goods are cleared using RPP as it offers a highly facilitative process. The CBSA is aware that the end of the transition period impacts importers who have not yet adapted to the new process. To ease this transition, the CBSA has been consistently communicating this change and preparing operational procedures to ensure border fluidity is maintained.

    There are also steps that transporting carriers and freight forwards can take today for a smoother border crossing experience on May 20, such as:

    The CBSA introduced several measures, which were developed with input and feedback from stakeholders, to make this transition easier. These included: 

    • Importers with a CARM Client Portal account or a history of importing commercial goods into Canada within the past four years were granted a 180-day period with an additional 30 day extension within which goods could still be released prior to the payment of duties and taxes without requiring the importer to give a security. New importers could also benefit from the remainder of the transition period upon enrolment in the CARM Client Portal following the Release 3 implementation in October 2024;
    • A 12-month broker business number transition period to support the use of broker business numbers, in certain scenarios, to submit accounting on behalf of their importer clients who have not yet registered in the CARM Client Portal;
    • The CBSA also installed 117 Kiosks with access to the CARM Client Portal at CBSA commercial sites across the country;
    • Reallocated staff to support the implementation of CARM, including more staff to assist the CARM Client Support Helpdesk;
    • Published web content, including customs notices and user guides, promoting on social media, updating using news releases and direct messages to importers, hosting hundreds of webinars; and,
    • Published a list of financial security providers that have been accredited by the CBSA.

    The CARM Client Support Helpdesk is available to provide support and the CBSA has added resources and a dedicated work flow for CARM registration enquiries. User guides and the CARM Go-Live Playbook are also available on the User Guides web page to help clients navigate the CARM Client Portal. Clients requiring support for Electronic Data Interchange or Application Program Interface may contact the CARM Technical Support Unit. 

    MIL OSI Canada News –

  • MIL-OSI USA: Cornyn Op-Ed: Getting Tough on Water Treaty

    US Senate News:

    Source: United States Senator for Texas John Cornyn
    WASHINGTON – U.S. Senator John Cornyn (R-TX) authored the following op-ed in The Monitor praising the Trump administration for prioritizing the push for Mexico to live up to its obligations under the 1944 Water Treaty and previewing his next steps in the fight to bring relief to the South Texas agriculture community.
    Getting Tough on Water Treaty
    Senator Cornyn
    The Monitor
    May 13, 2025
    https://myrgv.com/opinion/2025/05/13/commentary-getting-tough-on-water-treaty/
    The Rio Grande Valley is home to farmers and ranchers who supply the nation’s grocery stores and represent billions of dollars in economic activity. In 1944, Mexico and the United States made an agreement to share the waters of the Rio Grande. Under this treaty, Mexico and the U.S. agreed to deliver set amounts of water every five years to one another. While that may seem straightforward, this deeply flawed agreement has the Lone Star State’s tensions with Mexico at a tipping point, and I’m working with the Donald Trump administration to get this fixed and protect Texas agriculture.
    While the United States and Texas have kept their side of the agreement, faithfully delivering water from the Colorado River to Mexico as set out in the treaty, Mexico has been delinquent. They’ve not met their full obligations in years. Four years into the current five-year cycle, Mexico a balance of more than 60% of their five-year water delivery obligation outstanding and due in just over six months.
    As the senior senator from Texas, I’ve been using every lever at my disposal to hold Mexico accountable. I’ve worked with the Appropriations Committee here in the Senate to prohibit funds from going to Mexico until they hold up their end of the bargain. Unfortunately, Senate Democrats blocked this effort.
    I secured provisions that authorized block grants to provide relief to South Texas farmers and ranchers who are affected by water shortages. While these grants offered some relief, the White House has the ultimate authority to enforce the treaty and hold Mexico accountable.
    The Joe Biden administration’s response epitomized its weak posture on foreign policy. I demanded that the State Department put pressure on Mexico to fulfill their obligations. I hosted multiple calls with Secretary Anthony Blinken, urging him to listen to what Texans were experiencing and hold Mexico accountable for failing to meet their treaty obligations. But the Biden administration didn’t care. In characteristic ineptitude on the world stage, President Biden and Secretary Blinken did nothing to hold Mexico accountable.
    Thankfully, under President Trump we have an entirely new landscape. Last month, thanks to President Trump, Agriculture Secretary Brooke Rollins, Secretary of State Marco Rubio and Deputy Secretary of State Christopher Landau, Mexico has finally agreed to start making deliveries again. This much-needed development will make a difference for South Texas farmers. But while this is an important step in the right direction, I will not consider this work finished until Mexico is making consistent water deliveries.
    Nothing short of annual water deliveries will fulfill Mexico’s obligations to the United States. Mexico must give one-fifth of the required water every year in order to meet the 1.7 million acre-feet quota and give South Texas farmers and ranchers the predictability they need.
    Given Mexico’s current water shortages, it is unlikely that they will meet this total requirement by the end of the cycle, and they can’t blame Mother Nature for their failure to plan. Furthermore, even if they could suddenly deliver the required amount left before time runs out, this would not make Texas farmers whole.
    Consider how farming works. Farmers cannot go four years without irrigating their crops, and suddenly make up for it in year five when their fields are dry and decimated. Cattle and other livestock won’t last long without water, either. This is exactly what Mexico has been doing to South Texas farmers, and it is unacceptable.
    I will continue to push this issue in the Senate until South Texas farmers are receiving the water they deserve. My efforts will include introducing legislation and holding a hearing in the Senate Finance Subcommittee on International Trade, Customs, and Global Competitiveness, which I chair. I will also continue working with the Trump administration to strengthen the terms and enforcement of the treaty as part of the U.S.-Mexico-Canada Agreement review process.
    The United States has kept our end of the treaty. Mexico must be held accountable until they have done the same. I will not stop fighting until Texas agriculture is receiving the predictable, yearly water deliveries that Mexico is obligated to provide.

    MIL OSI USA News –

  • MIL-OSI Economics: AGNICO EAGLE ANNOUNCES ADDITIONAL INVESTMENT IN FORAN MINING CORPORATION

    Source: Agnico Eagle Mines

    Stock Symbol: AEM (NYSE and TSX)

    TORONTO, May 14, 2025 /CNW/ – Agnico Eagle Mines Limited (NYSE: AEM) (TSX: AEM) (“Agnico Eagle”) announced today that it has agreed to subscribe for 30,000,000 voting common shares (“Common Shares”) of Foran Mining Corporation (“Foran”) in a non-brokered private placement at a price of C$3.00 per Common Share for total consideration of C$90,000,000 (the “Private Placement”). The Private Placement is expected to close in two tranches. The closing of each tranche remains subject to certain closing conditions, including approval of the Toronto Stock Exchange, and closing of the second tranche is also subject to approval by the shareholders of Foran. Closing of the first tranche is expected to occur on or about May 28, 2025 and the second tranche is expected to close as soon as practicable following receipt of shareholder approval.

    Agnico Eagle currently owns 39,125,448 Common Shares, representing approximately 9.9% of the issued and outstanding Common Shares on an undiluted basis. On closing of the first tranche of the Private Placement, Agnico Eagle is expected to own 64,454,767 Common Shares, which will represent approximately 13.1% of the issued and outstanding Common Shares on an undiluted basis (assuming that Foran issues an additional 73,173,590 Common Shares in connection with the first tranche of the concurrent private placements). On closing of the second tranche of the Private Placement, Agnico Eagle is expected to own 69,125,448 Common Shares, which will represent approximately 13.5% of the issued and outstanding Common Shares on an undiluted basis (assuming that Foran issues an additional 13,493,077 Common Shares in connection with the second tranche of the concurrent private placements).

    Agnico Eagle and Foran are party to an investor rights agreement dated August 8, 2024 (the “Existing Agnico IRA”), pursuant to which Agnico Eagle is entitled to certain rights, provided Agnico Eagle maintains certain ownership thresholds, including: (a) the right to participate in certain equity financings by Foran to acquire up to the greater of: (i) 19.99% of the Common Shares being offered in the equity financing, or (ii) such number of Common Shares that would permit Agnico Eagle to maintain its pro rata ownership interest in Foran; (b) the right to top-up its holdings in relation to dilutive issuances by Foran in order to maintain its pro rata ownership interest in Foran; and (c) the right to nominate one person to the board of directors of Foran.

    On the closing of the first tranche of the Private Placement, the Existing Agnico IRA will be amended and restated in order to, among other things: (a) amend the participation and top-up rights to permit Agnico Eagle to participate in equity financings and top-up its holdings in relation to dilutive issuances in order to maintain its pro rata ownership interest in Foran at the time of such financing or acquire up to a 19.99% ownership interest in Foran; and (b) amend the nomination right to permit Agnico Eagle to nominate an additional individual to the board of directors of Foran if the size of the board is increased to 10 or more directors.

    In addition, Agnico Eagle is announcing a previously reported follow-on investment in Azimut Exploration Inc. (“Azimut”). On September 28, 2023, Agnico Eagle acquired an additional 2,197,300 common shares (“Azimut Shares”) of Azimut at C$1.05 per Azimut Share (the “Share Purchases”) for total consideration of C$2,307,165 from several sellers that participated in an offering of flow-through Azimut Shares undertaken by Azimut at such time (as more particularly described in Azimut’s news release dated September 28, 2023). Prior to the Share Purchases, Agnico Eagle owned 8,003,425 Azimut Shares, representing approximately 10.06% of the issued and outstanding Azimut Shares on a undiluted basis at such time. Following the Share Purchases, Agnico Eagle owned 10,200,725 Azimut Shares, representing approximately 12% of the issued and outstanding Azimut Shares on a undiluted basis at such time.

    Agnico Eagle is acquiring the Common Shares, and acquired the Azimut Shares for investment purposes. Depending on market conditions and other factors, Agnico Eagle may, from time to time, acquire additional Common Shares, Azimut Shares or other securities of Foran or Azimut, or dispose of some or all of the Common Shares, Azimut Shares or other securities of Foran or Azimut it owns at such time.

    Separate early warning reports in respect of the Foran investment and the Azimut investment will be filed by Agnico Eagle today. To obtain a copy of either early warning report, please contact:

    Agnico Eagle Mines Limited
    c/o Investor Relations
    145 King Street East, Suite 400
    Toronto, Ontario M5C 2Y7
    Telephone: 416-947-1212
    Email: investor.relations@agnicoeagle.com

    Agnico Eagle’s head office is located at 145 King Street East, Suite 400, Toronto, Ontario M5C 2Y7. Foran’s head office is located at 409 Granville Street, Suite 904, Vancouver, British Columbia V6C 1Y2. Azimut’s head office is located at 110 De la Barre Street, Suite 224, Longueuil, Quebec J4K 1A3.

    About Agnico Eagle

    Agnico Eagle is a Canadian based and led senior gold mining company and the third largest gold producer in the world, producing precious metals from operations in Canada, Australia, Finland and Mexico, with a pipeline of high-quality exploration and development projects. Agnico Eagle is a partner of choice within the mining industry, recognized globally for its leading sustainability practices. Agnico Eagle was founded in 1957 and has consistently created value for its shareholders, declaring a cash dividend every year since 1983.

    Forward-Looking Statements

    The information in this news release has been prepared as at May 14, 2025. Certain statements in this news release, referred to herein as “forward-looking statements”, constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward-looking information” under the provisions of Canadian provincial securities laws. These statements can be identified by the use of words such as “may”, “will” or similar terms.

    Forward-looking statements in this news release include, without limitation, statements relating to the expected closing of the Private Placement (including the expected closing date of each tranche), the ability to satisfy closing conditions in respect of the Private Place (including obtaining approval of the Toronto Stock Exchange and the shareholders of the Foran), Agnico Eagle’s expected ownership interest in Foran upon closing of each tranche of the Private Placement, the expected number of securities to be issued in each tranche of the Private Placement and Agnico Eagle’s acquisition or disposition of securities of Foran or Azimut in the future.

    Forward-looking statements are necessarily based upon a number of factors and assumptions that, while considered reasonable by Agnico Eagle as of the date of such statements, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Many factors, known and unknown, could cause actual results to be materially different from those expressed or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Other than as required by law, Agnico Eagle does not intend, and does not assume any obligation, to update these forward-looking statements.

    View original content to download multimedia:https://www.prnewswire.com/news-releases/agnico-eagle-announces-additional-investment-in-foran-mining-corporation-302455954.html

    SOURCE Agnico Eagle Mines Limited

    MIL OSI Economics –

  • MIL-OSI: Athene Prices $1,000,000,000 Investment Grade Senior Notes Offering

    Source: GlobeNewswire (MIL-OSI)

    WEST DES MOINES, Iowa, May 14, 2025 (GLOBE NEWSWIRE) — Athene Holding Ltd. (“Athene”) today announced it has agreed to sell $1,000,000,000 aggregate principal amount of 6.625% senior notes due 2055. The offering is expected to close on May 19, 2025, subject to satisfaction of customary closing conditions.

    Athene intends to use the net proceeds from the offering for general corporate purposes, including capital contributions to its insurance subsidiaries to support organic growth.

    Morgan Stanley, BofA Securities, Goldman Sachs & Co. LLC and J.P. Morgan are acting as joint book-running managers for the offering. Apollo Global Securities, Academy Securities, BMO Capital Markets, Citigroup, Ramirez & Co., Inc. and SMBC Nikko are acting as co-managers for the offering.

    The notes are being offered pursuant to an effective shelf registration statement that has previously been filed with the Securities and Exchange Commission (the “SEC”). This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, or solicitation to buy, if at all, will be made solely by means of a prospectus and related prospectus supplement filed with the SEC. You may obtain these documents without charge from the SEC at www.sec.gov. Alternatively, you may request copies of these materials from the joint book-running managers by contacting Morgan Stanley & Co. LLC toll-free at (866) 718-1649, BofA Securities, Inc. toll-free at (800) 294-1322, Goldman Sachs & Co. LLC toll-free at (866) 471-2526, or J.P. Morgan Securities LLC collect at (212) 834-4533.

    About Athene

    Athene is a leading retirement services company with over $380 billion of total assets as of March 31, 2025, and operations in the United States, Bermuda, Canada, and Japan. Athene is focused on providing financial security to individuals by offering an attractive suite of retirement income and savings products and also serves as a solutions provider to corporations.

    Forward-Looking Statements

    This press release contains, and certain oral statements made by Athene’s representatives from time to time may contain, forward-looking statements within the meaning of 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. Such statements are subject to risks, uncertainties and assumptions that could cause actual results, events and developments to differ materially from those set forth in, or implied by, such statements. These statements are based on the beliefs and assumptions of Athene’s management and the management of Athene’s subsidiaries. Generally, forward-looking statements include actions, events, results, strategies and expectations and are often identifiable by use of the words “believes,” “expects,” “intends,” “anticipates,” “plans,” “seeks,” “estimates,” “projects,” “may,” “will,” “could,” “might,” “should,” or “continues” or similar expressions. Forward-looking statements within this press release include, but are not limited to, statements regarding future growth prospects and financial performance. Although Athene management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. For a discussion of other risks and uncertainties related to Athene’s forward-looking statements, see its annual report on Form 10-K for the year ended December 31, 2024, which can be found at the SEC’s website www.sec.gov. All forward-looking statements described herein are qualified by these cautionary statements and there can be no assurance that the actual results, events or developments referenced herein will occur or be realized. Athene does not undertake any obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.

    Media Contact
    Jeanne Hess
    VP, External Relations
    +1 646 768 7319
    jeanne.hess@athene.com

    The MIL Network –

  • MIL-OSI: Madison Pacific Properties Inc. announces the results for the three months ended March 31, 2025 and declares special dividend

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, May 14, 2025 (GLOBE NEWSWIRE) — Madison Pacific Properties Inc. (the Company) (TSX: MPC and MPC.C), a Vancouver-based real estate company announces the results of operations for the three months ended March 31, 2025.

    In July 2024, the Company’s Board of Directors approved a change of financial year-end of the Company from August 31 to December 31. This change of year-end is effective for the financial year commencing September 1, 2024. The comparative figures presented for the three months ended March 31, 2025 are the three months ended February 29, 2024.

    The results reported are pursuant to International Financial Reporting Standards (IFRS) for public companies.

    For the three months ended March 31, 2025, the Company is reporting a net income of $6.2 million (three months ended February 29, 2024: $14.4 million); cash flows generated from operating activities before changes in non-cash operating balances of $3.3 million (three months ended February 29, 2024: $2.7 million); and income per share of $0.10 (three months ended February 29, 2024: $0.24). Net income includes a net gain on the fair value adjustment on investment properties of approximately $5.2 million (three months ended February 29, 2024: $12.3 million), equity earnings of associate and joint ventures of $0.1 million (three months ended February 29, 2024: $0.7 million), interest income of $0.2 million (three months ended February 29, 2024: $0.9 million), and interest expense of $3.7 million (three months ended February 29, 2024: $3.2 million).

    As at March 31, 2025, the Company owns approximately $731 million in investment properties (December 31, 2024: $724 million).

    As at the date of this Press Release, the Company’s investment portfolio comprises 55 properties with approximately 1.9 million rentable sq. ft. of industrial and commercial space and a 50% interest in seven multi-family rental properties with a total of 219 units. Approximately 94.49% of available space within the industrial and commercial investment properties is currently leased and within the multi-family residential properties, 97.26% is currently leased. The Company’s development properties include a 50% interest in the Silverdale Hills Limited Partnership which currently owns approximately 1,425 acres of primarily residential designated development lands in Mission, British Columbia.

    For a review of the risks and uncertainties to which the Company is subject, see its most recently filed annual and interim MD&A.

    The Company announced today that it has declared the payment of a special cash dividend of $0.34 per Class B voting common share and Class C non-voting share payable on June 4, 2025 to shareholders of record on May 27, 2025.

    The amount of the special one-time dividend allows the Company to continue to pursue real estate opportunities while returning some capital to shareholders. The special dividend is in addition to any dividends that may be declared pursuant to the regular dividend policy of the Company.

    The dividend is an eligible dividend for Canadian tax purposes.

    Contact: Mr. John Delucchi
    President & CEO    		 Ms. Bernice Yip
    Chief Financial Officer
    Telephone: (604) 732-6540 (604) 732-6540
    Address: 389 West 6th Avenue
    Vancouver, B.C. V5Y 1L1    		  

    The MIL Network –

  • MIL-OSI Security: Dartmouth — UPDATE: Man wanted on Canada-wide arrest warrant has been arrested

    Source: Royal Canadian Mounted Police

    Richard MacInnis, 44, of Nova Scotia, who was wanted on a Canada-wide arrest warrant was located and safely arrested.

    This morning, Lunenburg County District RCMP received information from the public regarding the whereabouts of Richard MacInnis.

    Investigators searched the area and located him attempting to flee in a wooded area near Northfield Rd. in Lower Northfield. Lunenburg County District RCMP contained the area with the assistance of the Bridgewater Police Service, the RCMP Emergency Response Team, RCMP Air Services, an RCMP remotely piloted aircraft, RCMP Police Dog Services and the Department of Natural Resources Air Services.

    At approximately 12:51 p.m., investigators believed MacInnis could be armed and issued an emergency alert to Lunenburg County residents. Officers at the scene had located and seized a machete believe to have been in his possession.

    Shortly before 2:15 p.m., officers located MacInnis in a shed and safely arrested him.

    Over the past week, Lunenburg District RCMP and RCMP Halifax Regional Detachment have received multiple reports of break and enters that coincided with MacInnis’ whereabouts.

    As officers gather evidence, investigators would like to hear from you if you have any information, including video surveillance footage or if you’ve been the victim of a break-in that hasn’t been reported.

    The investigations are ongoing, and charges are anticipated.

    If you have information, please contact police at 902-490-5020 in HRM or at 902-527-5555 in Lunenburg County. To remain anonymous, contact Nova Scotia Crime Stoppers, toll-free, at 1-800-222-TIPS (8477), submit a secure web tip at www.crimestoppers.ns.ca, or use the P3 Tips app.

    MIL Security OSI –

  • MIL-OSI: POET Technologies Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, May 14, 2025 (GLOBE NEWSWIRE) — POET Technologies Inc. (“POET” or the “Company”) (TSX Venture: PTK; NASDAQ: POET), the designer and developer of Photonic Integrated Circuits (PICs), light sources and optical modules for the AI and data center markets, today reported its unaudited condensed consolidated financial results for the first quarter ended March 31, 2025. The Company’s financial results as well as the Management Discussion and Analysis have been filed on SEDAR+. All financial figures are in United States dollars (“USD”) unless otherwise indicated.

    Management Commentary:

    “In the first quarter of 2025, we continued to build momentum across multiple fronts—technology innovation, commercial progress, strategic partnerships and production capacity – positioning the company for accelerated revenue growth in the second half of the year,” said Dr. Suresh Venkatesan, Chairman & CEO of POET Technologies. “The transition out of SPX in China into Malaysia was a timely and energizing event for the Company. Opening a 10,000 square foot clean room filled with wafer-level production tools at our partner, Globetronics, was the indispensable next step to accepting volume orders from AI and cloud data center customers. As we look ahead, we are building on the strong foundation of innovative products introduced at OFC, and the reaction of customers and partners, reinforces our conviction that POET is on the cusp of a meaningful revenue inflection later this year.”

    Notable Business Highlights:

    • Shipped final design samples of its POET Infinity transmit product line for 400G and 800G applications to three major technology leaders. The products include 400G FR4, 800G 2xFR4 and 800G DR8 transmit formats, all assembled at our high-volume production facility in Malaysia.
    • Demonstrated its latest innovations, POET Teralight™, a line of 1.6T highly integrated transmit and receive optical engines and the new POET Blazar™, an advanced light source at the Optical Fiber Communications (“OFC”) Conference.
    • Partnered with Lessengers, an innovative optical solution provider based in South Korea, to offer a differentiated 800G DR8 transceiver

    Non-IFRS Financial Summary
    The Company reported non-recurring engineering (“NRE”) and product revenue of $166,760 in the first quarter of 2025 compared to $8,710 for the same period in 2024 and $29,032 in the fourth quarter of 2024. Historically, the Company provided NRE services to multiple customers for unique projects that are being addressed utilizing the capabilities of the POET Optical Interposer. The Company only had small product revenue in Q1 2025.

    The Company reported a net income of $6.3 million, or $0.08 per share, in the first quarter of 2025 compared with a net loss of $5.7 million, or ($0.13) per share, for the same period in 2024 and a net loss of $30.2 million, or ($0.50) per share, in the fourth quarter of 2024. The net income in the first quarter of 2025 included research and development costs of $4.3 million compared to $1.9 million for the same period in 2024 and $3.4 million in the fourth quarter of 2024. Fluctuations in R&D for a Company of this size and this stage of growth is expected on a period-over-period basis as the Company transitions from technology development to product development.

    The largest component of the Company’s income was from the non-cash gain in fair value adjustment to derivative warrant liability of $15.4 million in the first quarter of 2025, compared to loss of $630,000 in the same period in 2024 and a loss of $12.4 million in the fourth quarter of 2024. This non-cash item relates to warrants issued in a foreign currency and is periodically remeasured.

    Other non-cash expenses in the first quarter of 2025 included stock-based compensation of $0.8 million and depreciation and amortization of $0.7 million. Non-cash stock-based compensation and depreciation and amortization in the same period of 2024 were $0.9 million and $0.5 million, respectively. Fourth quarter 2024 stock-based compensation and depreciation and amortization were $1.4 million and $0.5 million, respectively. The Company had non-cash finance costs of $33,000 in the first quarter of 2025 compared to non-cash finance costs of $20,000 in the first quarter of 2024 and non-cash costs of $32,000 in the fourth quarter of 2024.

    The Company recognized other income, including interest of $528,000 in the first quarter of 2025, compared to $52,000 in the same period in 2024 and $511,000 in the fourth quarter of 2024.

    During the fourth quarter of 2024, the Company acquired the remaining 24.8% interest of SPX from SAIC. The acquisition of this interest resulted in a non-cash loss to the Company of $6,852,687. There was no impact of the acquisition transaction in the first quarter of 2025.

    Cash flow from operating activities in the first quarter of 2025 was ($8.9) million compared to ($4.6) million in the first quarter of 2024 and ($8.7) million in the fourth quarter of 2024.

    Summary of Financial Performance
    The following is a summary of the Company’s operations over the five quarters ending March 31, 2025. This information should be read in conjunction with the Company’s financial statements filed on Sedar+ on May 14, 2025.

     
    POET TECHNOLOGIES INC.
    PROFORMA – NON-IFRS AND IFRS PRESENTATION OF OPERATIONS
    (All figures are in U.S. Dollars)
     
    For the Quarter ended: 31-Mar-25     31-Dec-24     30-Sep-24     30-Jun-24     31-Mar-24    
    Revenue 166,760     29,032     3,685     –     8,710    
    Research and development (4,360,192 )   (3,437,683 )   (1,765,481 )   (2,117,828 )   (1,922,066 )  
    Depreciation and amortization (726,868 )   (475,281 )   (525,955 )   (509,699 )   (509,260 )  
    Professional fees (276,184 )   (679,156 )   (480,871 )   (366,839 )   (409,726 )  
    Wages and benefits (2,123,274 )   (758,883 )   (667,963 )   (780,146 )   (768,496 )  
    Loss on acquisition of 24.8% of SPX –     (6,852,687 )   –     –     –    
    Stock-based compensation (841,793 )   (1,404,995 )   (1,525,131 )   (1,591,741 )   (947,502 )  
    General expenses and rent (898,056 )   (474,937 )   (465,448 )   (448,357 )   (570,819 )  
    Finance advisory fees (476,802 )   (4,239,831 )   (1,319,392 )   (942,576 )   –    
    Derivative liability adjustment 15,382,971     (12,444,661 )   (6,179,836 )   (1,376,761 )   (629,824 )  
    Interest expense (32,786 )   (31,605 )   (30,482 )   (20,833 )   (19,753 )  
    Other (income), including interest 527,782     511,448     216,337     174,911     52,558    
    Net loss 6,341,558     (30,259,239 )   (12,740,537 )   (7,979,869 )   (5,716,178 )  
                                   
    Net income (loss) per share – Basic 0.08     (0.50 )   (0.20 )   (0.14 )   (0.13 )  
    Net income (loss) per share – Diluted –     (0.50 )   (0.20 )   (0.14 )   (0.13 )  
     

    About POET Technologies Inc.
    POET is a design and development company offering high-speed optical modules, optical engines and light source products to the artificial intelligence systems market and to hyperscale data centers. POET’s photonic integration solutions are based on the POET Optical Interposer™, a novel, patented platform that allows the seamless integration of electronic and photonic devices into a single chip using advanced wafer-level semiconductor manufacturing techniques. POET’s Optical Interposer-based products are lower cost, consume less power than comparable products, are smaller in size and are readily scalable to high production volumes. In addition to providing high-speed (800G, 1.6T and above) optical engines and optical modules for AI clusters and hyperscale data centers, POET has designed and produced novel light source products for chip-to-chip data communication within and between AI servers, the next frontier for solving bandwidth and latency problems in AI systems. POET’s Optical Interposer platform also solves device integration challenges in 5G networks, machine-to-machine communication, self-contained “Edge” computing applications and sensing applications, such as LIDAR systems for autonomous vehicles. POET is headquartered in Toronto, Canada, with operations in Allentown, PA, Shenzhen, China, and Singapore. More information about POET is available on our website at www.poet-technologies.com.

    Forward-Looking Statements
    This news release contains “forward-looking information” (within the meaning of applicable Canadian securities laws) and “forward-looking statements” (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “potential”, “estimate”, “propose”, “project”, “outlook”, “foresee” or similar words suggesting future outcomes or statements regarding any potential outcome. Such statements include the Company’s expectations with respect to its move of production capacity from China to Malaysia, the ability of its partners to install and operate production equipment, the reaction of customers and partners to the Company’s product offerings, the success of the Company’s product development efforts, the performance of its products, the expected results of its operations, meeting revenue targets, and the expectation of continued success in the financing efforts, the capability, functionality, performance and cost of the Company’s technology as well as the market acceptance, inclusion and timing of the Company’s technology in current and future products and expectations for approval of proposals at the Company’s annual meeting of shareholders.

    Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management’s expectations regarding its move of production capacity from China to Malaysia, the ability of its partner to meet production expectations, the reaction of customers and partners to the Company’s product offerings, the success and timing for completion of its development efforts, the introduction of new products, financing activities, future growth, recruitment of personnel, opening of offices, the form and potential of its joint venture, plans for and completion of projects by the Company’s consultants, contractors and partners, availability of capital, and the necessity to incur capital and other expenditures. Actual results could differ materially due to a number of factors, including, without limitation, the failure to achieve high volume production in Malaysia on time, the failure of its products to meet performance requirements or to be produced in Malaysia on time and budget, the lack of sales in its products, once released, operational risks in the completion of the Company’s anticipated projects, risks affecting the Company’s ability to execute projects, the ability of the Company to generate sales for its products, the ability to attract key personnel, the ability to raise additional capital and the agreement by shareholders to approve proposals put forth by the Company at shareholders’ meetings. Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company’s securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.

    Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
    120 Eglinton Avenue, East, Suite 1107, Toronto, ON, M4P 1E2 – Tel: 416-368-9411 – Fax: 416-322-5075

    The MIL Network –

  • MIL-OSI Canada: Statement by Global Affairs Canada on decision of International Civil Aviation Organization Council to hold Russia responsible for downing of Flight MH17

    Source: Government of Canada News

    May 14, 2025 – Ottawa, Ontario – Global Affairs Canada

    Global Affairs Canada today issued the following statement:

    “Canada welcomes the recent decision of the UN’s International Civil Aviation Organization (ICAO) Council on the downing of Malaysia Airlines Flight MH17 on July 17, 2014.

    “The council has found that Russia is responsible for the downing of the aircraft and that Russia breached the obligation not to use weapons against a civil aircraft in flight under Article 3 bis of the Convention on International Civil Aviation, commonly known as the Chicago Convention. In the coming weeks, the council will consider what form of reparation is in order.

    “This historic decision—the first one made by the council on the merits of a legal dispute in the ICAO’s history of almost 80 years—follows proceedings initiated in 2022 by Australia and the Netherlands against Russia in response to the tragedy of Flight MH17 being shot down over eastern Ukraine, killing all 298 people on board, including one Canadian.

    “We commend the council for fulfilling its responsibility to uphold the rule of law in civil aviation and for reaffirming that violations of it will not go unanswered.

    “Our thoughts remain with the families and loved ones of all those who lost their lives aboard Flight MH17. Canada continues to support efforts to ensure that justice is served and to reinforce international mechanisms that protect civilian lives.”

    MIL OSI Canada News –

  • MIL-OSI Canada: HMCS William Hall Departs for Operation CARIBBE

    Source: Government of Canada News (2)

    May 14, 2025 – Ottawa, ON – National Defence / Canadian Armed Forces

    On May 14, 2025, His Majesty’s Canadian Ship (HMCS) William Hall will depart from Halifax, Nova Scotia, to join Operation CARIBBE, Canada’s contribution to the U.S.-led enhanced counter-narcotics operations under the Joint Interagency Task Force South.

    As noted in its name, Operation CARIBBE specifically aims to detect and interdict illicit drug trafficking in the Caribbean region. The Canadian Armed Forces (CAF) contribute naval and air capabilities to support these efforts, working closely with international partners to disrupt the flow of narcotics and enhance the safety and security of North America, the Caribbean, and South America. Operation CARIBBE underscores Canada’s commitment to international efforts aimed at curbing illicit trafficking and enhancing regional security.

    HMCS William Hall’s deployment follows the recent success of HMCS Harry DeWolf, which assisted the United States Coast Guard (USCG) in seizing 750 kilograms of cocaine in the Caribbean Sea on March 1, 2025. This operation, supported by Colombian air and maritime assets, highlighted the strong interoperability and cooperation between the Royal Canadian Navy, the USCG, and other regional partners.

    MIL OSI Canada News –

  • MIL-OSI Canada: February, March 2025 unregulated drug toxicity data released

    According to preliminary data, 132 people in February and 143 people in March 2025 died due to unregulated drug toxicity, as reported by the BC Coroners Service.

    In the first three months of 2025, deaths among those between the ages of 30 and 59 accounted for 67% of drug-toxicity deaths in the province, and 76% were male.

    March marks the sixth consecutive month in which the number of deaths reported to the BC Coroners Service attributed to unregulated drug toxicity was below 160.

    By health authority in 2025, the highest number of unregulated drug deaths were in Fraser and Vancouver Coastal health authorities (141 and 114 deaths, respectively), making up 60% of all such deaths during 2025.

    Consistent with reporting throughout the public-health emergency, fentanyl and its analogues continue to be the most common substance detected in expedited toxicological testing. More than three-quarters of decedents who underwent expedited testing in 2025 were found to have fentanyl in their systems (70%), followed by methamphetamine (50%) and fluorofentanyl (47%).

    It is important to note that data from the report is preliminary and subject to change as additional toxicological results are received and investigations conclude.

    Additional key findings in 2025 include:

    • the number of unregulated drug deaths in February and March equates to approximately 4.7 and 4.6 deaths per day;
    • the cities experiencing the highest number of unregulated drug deaths so far in 2025 are Vancouver (97), Surrey (52) and Greater Victoria (28);
    • the highest rates of deaths reported were in the Interior and Northern Health (35 per 100,000);
    • 45% of deaths reported occurred in a private residence, compared with 20% outdoors; and
    • smoking continues to be the primary mode of consumption of unregulated toxic drugs, with 62% of investigations indicating the decedent smoked their substances.

    Learn More:

    February and March 2025 drug-toxicity deaths: https://app.powerbi.com/view?r=eyJrIjoiNjhiYjgxYzUtYjIyOC00ZGQ2LThhMzEtOWU5Y2Q4YWI0OTc5IiwidCI6IjZmZGI1MjAwLTNkMGQtNGE4YS1iMDM2LWQzNjg1ZTM1OWFkYyJ9

    Youth unregulated drug-toxicity deaths, 2019-23: youth_unregulated_drug_toxicity_deaths_in_bc_2019-2023.pdf (gov.bc.ca)

    BC Coroners Service Death Review Panel: An Urgent Response to a Continuing Crisis: https://www2.gov.bc.ca/assets/gov/birth-adoption-death-marriage-and-divorce/deaths/coroners-service/death-review-panel/an_urgent_response_to_a_continuing_crisis_report.pdf

    BC Ministry of Health mental-health and substance-use supports: https://helpstartshere.gov.bc.ca/

    BC Centre on Substance Use: https://www.bccsu.ca

    MIL OSI Canada News –

  • MIL-OSI Canada: Anthrax Confirmed in Cattle in the RM of Paynton No. 470

    Source: Government of Canada regional news

    Released on May 14, 2025

    Saskatchewan Agriculture is reminding producers to be on the lookout for anthrax in their animals after anthrax was confirmed by laboratory results on May 13 as the cause of death in cattle in the Rural Municipality (RM) of Paynton No. 470. 

    Anthrax is caused by the bacteria Bacillus anthracis, which can survive in spore form for decades in soil. Changes in soil moisture, from flooding and drying, can lead to a build-up of spores on pastures. Spores can concentrate in sloughs and potholes, and the risk of animal exposure to anthrax increases in drier years when these areas dry up and become accessible. Spores can also surface when the ground is excavated or when there is excessive run-off.

    Livestock are infected when they eat forage contaminated with spores. Ruminants such as bison, cattle, sheep and goats are highly susceptible, and horses can also be infected. Swine, birds and carnivores are more resistant to infection, but farm dogs and cats should be kept away from carcasses.

    Affected animals are usually found dead without any signs of illness. Anthrax can be prevented by vaccination. Producers in regions that have experienced previous outbreaks are strongly encouraged to vaccinate their animals each year. If your neighbours have anthrax, you should consider vaccination to protect your animals.

    The carcasses of any animal suspected of having anthrax should not be moved or disturbed and should be protected from scavengers such as coyotes or ravens, to prevent spreading spores in the environment.

    Anyone who suspects anthrax should contact their local veterinarian immediately for diagnosis. All tests must be confirmed by a laboratory diagnosis. All positive test results must be immediately reported to the provincial Chief Veterinary Officer.

    Producers are advised to use caution when handling potentially infected animals or carcasses. Animal cases pose minimal risk to humans, but people can get infected through direct contact with sick animals or carcasses. In cases where people believe they have been exposed to an infected animal, they should contact their local health authority or physician for advice.

    More information on Saskatchewan Agriculture’s anthrax response plan can be found here: https://www.saskatchewan.ca/business/agriculture-natural-resources-and-industry/agribusiness-farmers-and-ranchers/livestock/animal-health-and-welfare/anthrax.

    -30-

    For more information, contact:

    MIL OSI Canada News –

  • MIL-OSI: North American Construction Group Ltd. Announces Results for the First Quarter Ended March 31, 2025

    Source: GlobeNewswire (MIL-OSI)

    ACHESON, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — North American Construction Group Ltd. (“NACG”) (TSX:NOA/NYSE:NOA) today announced results for the first quarter ended March 31, 2025. Unless otherwise indicated, financial figures are expressed in Canadian dollars, and comparisons are to the prior period ended March 31, 2024.

    First Quarter 2025 Highlights:

    • Combined revenue of $391.5 million, the second-highest quarter in company history, compared favorably to $345.7 million in the same period last year and was driven equally by higher heavy equipment fleet commissioned in Australia and higher equipment utilization in Canada.
    • Reported revenue of $340.8 million, compared to $297.0 million in the same period last year, was driven primarily by increased capacity in Australia and a 68% utilization in Canada. However, lower utilization in Australia, due to the high number of rain days in February and March, far exceeding historical average, tempered overall performance.
    • Our net share of revenue from equity consolidated joint ventures was $50.7 million in 2025 Q1, compared to $48.7 million in the same period last year. While the Fargo project saw a quarter-over-quarter increase, this was offset by lower volumes within the Nuna Group of Companies and the discontinuation of the Brake Supply joint venture.
    • Adjusted EBITDA of $99.9 million was a slight increase of $2.5 million, or 3%, compared to the 2024 Q1 result of $97.4 million. However, the operational challenges of excessive rainfall in Australia and an extended bitter cold snap in Canada fully offset the 15% increase in revenue.
    • Combined gross profit of $51.6 million and margin of 13.2% declined compared to the $62.4 million and 18.1% metrics posted in the same period last year. The overall margin decrease reflects the specific impacts of rain and cold weather in Australia and Canada.
    • Cash flows generated from operating activities reached $51.4 million, exceeding the $19.0 million reported in the same period last year, primarily due to a lower working capital draw in the current quarter. Sustaining capital additions of $89.9 million reflect the front-loaded nature of our capital maintenance program in Canada.
    • Free cash flow resulted in a use of cash of $41.6 million in the quarter, driven by the consumption of $24.5 million by our working capital accounts. The working capital draw on cash remains directionally consistent to 2024 Q1 and aligns with the typical seasonal impacts of our annual business cycle.
    • Net debt was $867.5 million at March 31, 2025, an increase of $11.3 million from December 31, 2024, as free cash flow usage and growth spending required debt financing. The cash-related interest rate during the quarter on our debt was 6.2% due to Bank of Canada posted rates and the impact on equipment financing rates.
    • Additional highlights during and after the quarter: i) the Fargo-Moorhead flood diversion project passed the 65% completion mark prior to March 31; ii) successfully commenced the early development work at a copper mine in New South Wales; iii) first operational wins achieved under the new Finning parts and component supply and services agreement; iv) converted $73 million of debentures to 3.0 million common shares; and v) on May 1, completed $225 million of senior unsecured financing to increase liquidity as we advance efforts on heavy civil infrastructure and mining opportunities in Australia and North America.

    Joe Lambert, President and CEO stated, “It’s no surprise that severe weather impacts our business, and Q1 2025 proved especially challenging across both geographies. However, we remain optimistic about the more stable conditions expected for the remainder of the year. Our full-year expectations remain intact, and we are eager to execute the contracted scopes for our customers. We continue to see significant opportunities and tailwinds in the heavy civil infrastructure and mining industries in Australia and North America and are diligently advancing efforts to secure new scopes, leveraging our strong reputation in these regions.”

    Consolidated Financial Highlights

        Three months ended    
        March 31,    
    (dollars in thousands, except per share amounts)     2025     2024   Change
    Revenue   $ 340,833     $ 297,026     $ 43,807  
    Cost of sales(i)     242,228       195,670       46,558  
    Depreciation(i)     60,714       47,862       12,852  
    Gross profit(i)   $ 37,891     $ 53,494     $ (15,603 )
    Gross profit margin(i)(ii)     11.1 %     18.0 %   (6.9 )%
    General and administrative expenses (excluding stock-based compensation)(ii)     11,090       10,835       255  
    Stock-based compensation (benefit) expense     (3,408 )     3,608       (7,016 )
    Operating income(i)     30,582       38,480       (7,898 )
    Interest expense, net     13,516       15,597       (2,081 )
    Net income(i)     6,163       11,511       (5,348 )
    Comprehensive income(i)     6,641       10,818       (4,177 )
                 
    Adjusted EBITDA(i)(ii)     99,932       97,386       2,546  
    Adjusted EBITDA margin(i)(ii)(iii)     25.5 %     28.2 %   (2.7 )%
                 
    Per share information            
    Basic net income per share   $ 0.22     $ 0.43     $ (0.21 )
    Diluted net income per share   $ 0.21     $ 0.39     $ (0.18 )
    Adjusted EPS(ii)   $ 0.52     $ 0.79     $ (0.27 )

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.
    (ii)See “Non-GAAP Financial Measures”.
    (iii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Consolidated Statements of Cash Flows        
    Cash provided by operating activities(i)   $ 51,418     $ 18,959  
    Cash used in investing activities(i)     (93,781 )     (66,095 )
    Effect of exchange rate on changes in cash     (1,075 )     (99 )
    Add back of growth and non-cash items included in the above figures:        
    Growth capital additions(ii)     28,066       19,607  
    Capital additions financed by leases(ii)     (26,203 )     (14,156 )
    Free cash flow(i)   $ (41,575 )   $ (41,784 )

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.
    (ii)See “Non-GAAP Financial Measures”.

    Declaration of Quarterly Dividend

    On May 14th, 2025, the NACG Board of Directors declared a regular quarterly dividend (the “Dividend”) of twelve Canadian cents ($0.12) per common share, payable to common shareholders of record at the close of business on June 4, 2025. The Dividend will be paid on July 11, 2025, and is an eligible dividend for Canadian income tax purposes.

    Resignation of Vanessa Guthrie

    Effective May 14, 2025, Dr. Vanessa Guthrie, AO, resigned from her position as a director of NACG for personal reasons. Martin Ferron, Chair of the Board, stated “We wish to extend our sincerest thanks to Dr. Guthrie for the insight and perspectives she brought to the company during what was an important transitional period for us as we expanded operations into Australia. We wish her all the best in the future.”

    Results for the Three Months Ended March 31, 2025

    Revenue of $340.8 million represented a $43.8 million (or 15%) increase from 2024 Q1 as Heavy Equipment – Australia and Heavy Equipment – Canada were up 18% and 13%, respectively.

    Revenue within Heavy Equipment – Australia, which is primarily comprised of the MacKellar Group (“MacKellar”), increased $23.8 million quarter-over-quarter primarily due to a 25% increase in the large capacity heavy equipment fleet over the past twelve months. This fleet increase was offset by the 12% decrease in equipment utilization (68% versus 2024 Q1 of 80%) as the high number of rain days experienced in both February and March well exceeded historical averages and operational expectations. The Carmichael mine was significantly affected by rain, receiving over 340 mm of rainfall over the two months, nearly double the historical average and our forecast of 180 mm. Excessive rainfall caused the slowdown of mining activity and the parking of the large capacity heavy mining equipment due to flooding of the lower lying mining areas as well as certain mine, access and service roads requiring additional maintenance.

    Equipment utilization in the oil sands region of 68% drove a 13% increase from 2024 Q1 in the Heavy Equipment – Canada segment. Demand for large capacity heavy equipment was strong for the full quarter, with top-line performance constrained only by extended periods of cold weather and mechanical availability. The Millennium mine currently has approximately 40% of our fleet operating on site and is the primary driver of both equipment utilization and top-line revenue.

    Combined revenue in the quarter of $391.5 million, the second-highest quarter in company history, represented a $45.8 million (or 13%) increase from 2024 Q1. Our share of revenue generated in the quarter by joint ventures and affiliates was $50.7 million, compared to $48.7 million in 2024 Q1 (an increase of 4%) with quarter-over-quarter increases in the Fargo project offset by lower volumes within the Nuna Group of Companies (“Nuna”) as well as the termination of the Brake Supply Joint Venture which occurred in the latter half of 2024. The Fargo project progressed past the 65% completion mark during the quarter with the modest top-line revenue reflecting the expected impact of winter conditions on civil earth-moving scopes.

    Adjusted EBITDA of $99.9 million was a slight increase of $2.5 million, or 3%, from the 2024 Q1 result of $97.4 million as the operational challenges of excessive rainfall in Australia and a bitter extended cold snap in Canada fully offset the 15% increase in revenue. The adjusted EBITDA margin of 25.5% was lower compared to the previous quarter, primarily due to the challenging weather conditions in both segments, which affected operational efficiency. 2024 Q1, which experienced typical seasonal conditions, posted a 28.2% adjusted EBITDA margin with the approximate 3.0% variance being a fair reflection of the weather’s impact to 2025 Q1.

    Excessive rainfall in Australia in February and March impacted operating margins with the Carmichael mine being the most affected in terms of the sheer quantity of rainfall experienced in those two months. Steady margin performance depends on the continuous operation of the primary fleet of large capacity heavy mining equipment. When this equipment is parked due to weather or other interruptions, not only is top-line revenue constrained, but it also becomes an opportune time to perform certain maintenance activities. While these activities support longer-term equipment reliability and utilization, they can increase costs, impacting margins in the current quarter. Additionally, rain days contribute to further cost pressures, as they introduce expenses not typically incurred during normal operations, such as site cleanup, dewatering, and related weather recovery efforts.

    Based on historical precedent, gross margins at that site were over 10% lower than operational expectation and drove the decrease in gross profit margin in this segment from 24.7% in 2024 Q1 to 16.1% in 2025 Q1.

    The extreme cold snap in the oil sands region in February impacted operating margins with all five operating sites being equally affected. This segment gross profit margin of 5.5% was impacted significantly by this cold weather with the correlated high idle time and required additional cost incurred to operate at frigid temperatures for an extended period of time. Using 2024 Q1 and 2023 Q1 as reasonable benchmarks, it is estimated that the cold weather impacted gross profit margin by approximately 5.0% to 7.0%. In addition to the weather, extraordinary early component failures related to the now discontinued component supply agreement with a third-party vendor impacted margins by $4.3 million in the quarter.

    Depreciation of our equipment fleet was 17.8% of revenue in the quarter, compared to 16.1% in 2024 Q1. The Heavy Equipment – Canada fleet averaged approximately 24.0% of revenue due to required high idle time in February. This is offset by depreciation on the Heavy Equipment – Australia fleet, which averaged approximately 12.4% of revenue, largely driven by MacKellar depreciation of 13.0% of revenue in the quarter. On a combined basis, depreciation averaged 17.1% of combined revenue in the quarter, compared to 15.0% in 2024 Q1, due to high depreciation experienced in Canada during the quarter.

    General and administrative expenses (excluding stock-based compensation) were $11.1 million, or 3.3% of revenue, compared to $10.8 million, or 3.6% of revenue, in 2024 Q1. Cash related interest expense incurred on our debt for the quarter was $12.9 million at an average cost of debt of 6.2%, compared to 8.1% in 2024 Q1, as rate decreases posted by the Bank of Canada directly impact our Credit Facility and have a delayed impact on the rates for secured equipment-backed financing.

    Adjusted earnings per share (“EPS”) of $0.52 and adjusted net earnings of $14.5 million were down 34.2% and 31.0% from the prior year figures of $0.79 and $21.0 million, respectively. The $6.5 million decrease in adjusted net earnings is due to the slightly higher EBITDA being more than offset by the higher depreciation expenses, as discussed above, as well as higher interest expenses associated with the fleet acquired and debt assumed upon acquisition of MacKellar.

    Adjusted earnings per share (“EPS”) of $0.52 was down $0.27 per share from the prior year figure of $0.79 per share primarily from the factors mentioned above. Weighted-average common shares outstanding for the first quarters of 2025 and 2024 were 27,859,886 and 26,733,473, respectively.

    Between January 29 and February 28, 2025, approximately 3.0 million common shares were issued to convertible debenture holders for a value of $72.7 million and which contributed approximately $0.02 in the aforementioned quarter-over-quarter adjusted earnings per share variance of $0.27 per share.

    Free cash flow was a use of cash of $41.6 million in the quarter primarily due to the consumption of $24.5 million by our working capital accounts. The working capital draw on cash is directionally consistent to 2024 Q1 and is comparable with past seasonal impacts of our annual business cycle. Adjusted EBITDA generated $99.9 million and when factoring in sustaining capital additions ($89.9 million) and cash interest paid ($16.2 million), $6.2 million of cash was used by the overall business in the quarter.

    Business Updates

    2025 Strategic Focus Areas

    • Safety – maintain our uncompromising commitment to health and safety while elevating the standard of excellence in the field, particularly with regards to front-line leadership training;
    • Operational excellence – put into action practical and experienced-based protocols to ensure predictable high-quality project execution in Australia;
    • Execution – enhance equipment availability in Canada through improved fleet maintenance, equipment telematics and reliability programs, technical improvements and management systems;
    • Integration – utilize recently implemented ERP at MacKellar Group to optimize business processes to lower overall costs and improve working capital management;
    • Organic growth – based on strong site operating performance, leverage customer satisfaction to earn contract extensions and expansions
    • Diversification – pursue diversification of customers and resources through strategic partnerships, industry expertise and investment in Indigenous joint ventures; and
    • Sustainability – further develop and deliver into our environmental, social, and governance goals.

    Liquidity

    Our current liquidity positions us well moving forward to fund organic growth and the required correlated working capital investments. Including equipment financing availability and factoring in the amended Credit Facility agreement, total available capital liquidity of $198.5 million includes total liquidity of $147.2 million and $32.9 million of unused finance lease borrowing availability as at March 31, 2025. Liquidity is primarily provided by the terms of our $524.7 million credit facility which allows for funds availability based on a trailing twelve-month EBITDA as defined in the agreement, and is now scheduled to expire in May 2028.

        March 31,
    2025    		   December 31,
    2024
    Cash   $ 78,241     $ 77,875  
    Credit Facility borrowing limit     524,675       522,550  
    Credit Facility drawn     (421,702 )     (395,844 )
    Letters of credit outstanding     (33,998 )     (33,992 )
    Cash liquidity(i)   $ 147,216     $ 170,589  
    Finance lease borrowing limit     400,000       400,000  
    Other debt borrowing limit     20,000       20,000  
    Equipment financing drawn     (310,362 )     (253,639 )
    Guarantees provided to joint ventures     (58,314 )     (61,675 )
    Total capital liquidity(i)   $ 198,540     $ 275,275  

    (i)See “Non-GAAP Financial Measures”.

    Subsequent to the three months ended March 31, 2025, on April 25, 2025, we announced that we entered into an underwriting agreement to sell, pursuant to a private placement offering, $225 million aggregate principal amount of 7.75% Senior Unsecured Notes due May 1, 2030 (the “Notes”). The agreement closed on May 1, 2025. The Notes were issued at a price of $1,000 per $1,000 of Notes. The Notes will accrue interest at the rate of 7.75% per annum, payable in cash in equal payments semi-annually in arrears each November 1 and May 1, commencing on November 1, 2025. We intend to use the net proceeds of the Offering to repay indebtedness under our existing Credit Agreement, and for general corporate purposes.

    NACG’s outlook for 2025

    The following table provides projected key measures for 2025. These measures are predicated on contracts currently in place, including expected renewals, and the heavy equipment fleet that we own and operate.

    Key measures   2025
    Combined revenue(i)   $1.4 – $1.6B
    Adjusted EBITDA(i)   $415 – $445M
    Sustaining capital(i)   $180 – $200M
    Adjusted EPS(i)   $3.70 – $4.00
    Free cash flow(i)   $130 – $150M
         
    Capital allocation    
    Growth spending(i)   $65 – $75M
    Net debt leverage(i)   Targeting 1.7x

    (i)See “Non-GAAP Financial Measures”.

    Conference Call and Webcast

    Management will hold a conference call and webcast to discuss our financial results for the quarter ended March 31, 2025, tomorrow, Thursday, May 15, 2025, at 7:00 am Mountain Time (9:00 am Eastern Time).

    The call can be accessed by dialing:
          Toll free: 1-800-717-1738
          Conference ID: 42703

    A replay will be available through June 12, 2025, by dialing:
          Toll Free: 1-888-660-6264
          Conference ID: 42703
          Playback Passcode: 42703

    The Q1 2025 earnings presentation for the webcast will be available for download on the company’s website at www.nacg.ca/presentations/

    The live presentation and webcast can be accessed at:

    https://onlinexperiences.com/scripts/Server.nxp?LASCmd=AI:4;F:QS!10100&ShowUUID=5E415713-29A1-4D60-A023-BF0345BED32F

    A replay will be available until June 12, 2025, using the link provided.

    Basis of Presentation

    We have prepared our consolidated financial statements in conformity with accounting principles generally accepted in the United States (“US GAAP”). Unless otherwise specified, all dollar amounts discussed are in Canadian dollars. Please see the Management’s Discussion and Analysis (“MD&A”) for the quarter ended March 31, 2025, for further detail on the matters discussed in this release. In addition to the MD&A, please reference the dedicated Q1 2025 Results Presentation for more information on our results and projections which can be found on our website under Investors – Presentations.

    Change in significant accounting policy – Classification of multi-use tires

    Effective in the first quarter of 2025, we have changed our accounting policy for the classification of multi-life tires. These tires are now recognized as property, plant, and equipment on the Consolidated Balance Sheets and are amortized through depreciation on the Consolidated Statements of Operations and Comprehensive Income. Previously, multi-life tires were classified as inventories and expensed through cost of sales when placed into service. This change in accounting policy provides a more accurate reflection of the role of multi-life tires as components of the heavy equipment in which they are utilized, aligning the accounting treatment with the economic substance of their use.

    We have applied this change retrospectively in accordance with Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections, by restating the comparative period. For further details regarding the retrospective adjustments, refer to Note 16 in the consolidated financial statements for the period ended March 31, 2025.

    Forward-Looking Information

    The information provided in this release contains forward-looking statements. Forward-looking statements include statements preceded by, followed by or that include the words “anticipate”, “believe”, “expect”, “should” or similar expressions.

    The material factors or assumptions used to develop the above forward-looking statements include, and the risks and uncertainties to which such forward-looking statements are subject, are highlighted in the MD&A for the three months ended March 31, 2025. Actual results could differ materially from those contemplated by such forward-looking statements because of any number of factors and uncertainties, many of which are beyond NACG’s control. Undue reliance should not be placed upon forward-looking statements and NACG undertakes no obligation, other than those required by applicable law, to update or revise those statements. For more complete information about NACG, please read our disclosure documents filed with the SEC and the CSA. These free documents can be obtained by visiting EDGAR on the SEC website at www.sec.gov or on the CSA website at www.sedarplus.com.

    Non-GAAP Financial Measures

    This press release presents certain non-GAAP financial measures because management believes that they may be useful to investors in analyzing our business performance, leverage and liquidity. The non-GAAP financial measures we present include “adjusted EBIT”, “adjusted EBITDA”, “adjusted EBITDA margin”, “adjusted EPS”, “adjusted net earnings”, “capital additions”, “capital work in progress”, “cash liquidity”, “cash provided by operating activities prior to change in working capital”, “cash related interest expense”, “combined gross profit”, “combined gross profit margin”, “equity investment depreciation and amortization”, “equity investment EBIT”, “free cash flow”, “general and administrative expenses (excluding stock-based compensation)”, “gross profit margin”, “growth capital”, “margin”, “net debt”, “net debt leverage”, “sustaining capital”, “total capital liquidity”, “total combined revenue”, and “total debt”. A non-GAAP financial measure is defined by relevant regulatory authorities as a numerical measure of an issuer’s historical or future financial performance, financial position or cash flow that is not specified, defined or determined under the issuer’s GAAP and that is not presented in an issuer’s financial statements. These non-GAAP measures do not have any standardized meaning and therefore are unlikely to be comparable to similar measures presented by other companies. They should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Each non-GAAP financial measure used in this press release is defined and reconciled to its most directly comparable GAAP measure in the “Non-GAAP Financial Measures” section of our Management’s Discussion and Analysis filed concurrently with this press release.

    Reconciliation of total reported revenue to total combined revenue

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Revenue from wholly-owned entities per financial statements   $ 340,833     $ 297,026  
    Share of revenue from investments in affiliates and joint ventures     136,237       125,838  
    Elimination of joint venture subcontract revenue     (85,566 )     (77,151 )
    Total combined revenue(i)   $ 391,504     $ 345,713  

    (i)See “Non-GAAP Financial Measures”.

    Reconciliation of reported gross profit to combined gross profit

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Gross profit from wholly-owned entities per financial statements   $ 37,891     $ 53,494  
    Share of gross profit from investments in affiliates and joint ventures     13,677       8,935  
    Combined gross profit(i)(ii)   $ 51,568     $ 62,429  

    (i)See “Non-GAAP Financial Measures”.
    (ii)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.

    Reconciliation of net income to adjusted net earnings, adjusted EBIT and adjusted EBITDA

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Net income(i)   $ 6,163     $ 11,511  
    Adjustments:        
    Stock-based compensation (benefit) expense     (3,408 )     3,608  
    (Gain) loss on disposal of property, plant and equipment     (974 )     261  
    Change in fair value of contingent obligations from adjustments to estimates     (1,317 )     1,438  
    Loss on derivative financial instruments     6,912       —  
    Equity investment loss on derivative financial instruments     1,019       1,954  
    Equity investment restructuring costs     —       4,517  
    Depreciation expense relating to early component failures     4,274       —  
    Post-acquisition asset relocation and integration costs     1,640       —  
    Tax effect of the above items     208       (2,260 )
    Adjusted net earnings(i)(ii)     14,517       21,029  
    Adjustments:        
    Tax effect of the above items     (208 )     2,260  
    Interest expense, net     13,516       15,597  
    Equity investment EBIT(ii)     3,310       (3,768 )
    Equity (earnings) loss in affiliates and joint ventures     (3,283 )     1,512  
    Change in fair value of contingent obligations     4,347       3,955  
    Income tax expense     4,244       4,467  
    Adjusted EBIT(i)(ii)     36,443       45,052  
    Adjustments:        
    Depreciation(i)     60,714       47,862  
    Amortization of intangible assets     601       310  
    Depreciation expense relating to early component failures     (4,274 )     —  
    Equity investment depreciation and amortization(ii)     6,448       4,162  
    Adjusted EBITDA(i)(ii)   $ 99,932     $ 97,386  
    Adjusted EBITDA margin(i)(ii)(iii)     25.5 %     28.2 %

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.
    (ii)See “Non-GAAP Financial Measures”.
    (iii)Adjusted EBITDA margin is calculated using adjusted EBITDA over total combined revenue.

    Reconciliation of equity earnings in affiliates and joint ventures to equity investment EBIT

        Three months ended
        March 31,
    (dollars in thousands)     2025       2024  
    Equity (loss) earnings in affiliates and joint ventures   $ 3,283     $ (1,512 )
    Adjustments:        
    Loss (gain) on disposal of property, plant and equipment     2       (175 )
    Interest income     (29 )     (573 )
    Income tax expense (benefit)     54       (1,508 )
    Equity investment EBIT(i)   $ 3,310     $ (3,768 )

    (i)See “Non-GAAP Financial Measures”.

    About the Company

    North American Construction Group Ltd. is a premier provider of heavy civil construction and mining services in Australia, Canada, and the U.S. For 70 years, NACG has provided services to the mining, resource and infrastructure construction markets.

    For further information contact:

    Jason Veenstra, CPA, CA
    Chief Financial Officer
    North American Construction Group Ltd.
    (780) 960-7171
    IR@nacg.ca
    www.nacg.ca

    Interim Consolidated Balance Sheets

    (Expressed in thousands of Canadian Dollars)
    (Unaudited)

        March 31,
    2025    		   December 31,
    2024(i)
    Assets        
    Current assets        
    Cash   $ 78,241     $ 77,875  
    Accounts receivable     186,850       166,070  
    Contract assets     19,676       4,135  
    Inventories     74,242       69,027  
    Prepaid expenses and deposits     6,523       7,676  
    Assets held for sale     782       683  
          366,314       325,466  
    Property, plant and equipment, net of accumulated depreciation of $503,486 (December 31, 2024 – $500,303)     1,314,635       1,251,874  
    Operating lease right-of-use assets     11,539       12,722  
    Investments in affiliates and joint ventures     86,341       84,692  
    Intangible assets     10,072       9,901  
    Other assets     5,581       9,845  
    Total assets   $ 1,794,482     $ 1,694,500  
    Liabilities and shareholders’ equity        
    Current liabilities        
    Accounts payable   $ 138,700     $ 110,750  
    Accrued liabilities     59,454       78,010  
    Contract liabilities     6,734       1,944  
    Current portion of long-term debt     150,301       84,194  
    Current portion of contingent obligations     40,139       39,290  
    Current portion of operating lease liabilities     1,475       1,771  
          396,803       315,959  
    Long-term debt     663,622       719,399  
    Contingent obligations     91,107       88,576  
    Operating lease liabilities     10,612       11,441  
    Other long-term obligations     42,792       44,711  
    Deferred tax liabilities     127,615       125,378  
          1,332,551       1,305,464  
    Shareholders’ equity        
    Common shares (authorized – unlimited number of voting common shares; issued and outstanding – March 31, 2025 – 30,601,681 (December 31, 2024 – 27,704,450))     298,858       228,961  
    Treasury shares (March 31, 2025 – 1,004,074 (December 31, 2024 – 1,000,328))     (16,036 )     (15,913 )
    Additional paid-in capital     20,856       20,819  
    Retained earnings     158,877       156,271  
    Accumulated other comprehensive loss     (624 )     (1,102 )
    Shareholders’ equity     461,931       389,036  
    Total liabilities and shareholders’ equity   $ 1,794,482     $ 1,694,500  

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.

    Interim Consolidated Statements of Operations and Comprehensive Income

    (Expressed in thousands of Canadian Dollars, except per share amounts)
    (Unaudited) 

        Three months ended
        March 31,
          2025     2024(i)  
    Revenue   $ 340,833     $ 297,026  
    Cost of sales     242,228       195,670  
    Depreciation     60,714       47,862  
    Gross profit     37,891       53,494  
    General and administrative expenses     7,682       14,443  
    Amortization of intangible assets     601       310  
    (Gain) loss on disposal of property, plant and equipment     (974 )     261  
    Operating income     30,582       38,480  
    Interest expense, net     13,516       15,597  
    Equity (earnings) loss in affiliates and joint ventures     (3,283 )     1,512  
    Loss on derivative financial instruments     6,912       —  
    Change in fair value of contingent obligations     3,030       5,393  
    Income before income taxes     10,407       15,978  
    Current income tax expense     1,777       4,296  
    Deferred income tax expense     2,467       171  
    Net income   $ 6,163     $ 11,511  
    Other comprehensive income        
    Unrealized foreign currency translation (gain) loss     (478 )     693  
    Comprehensive income   $ 6,641     $ 10,818  
    Per share information        
    Basic net income per share   $ 0.22     $ 0.43  
    Diluted net income per share   $ 0.21     $ 0.39  

    (i)The prior year amounts are adjusted to reflect a change in policy. See “Accounting Estimates, Pronouncements and Measures”.

    The MIL Network –

  • MIL-OSI: Flow Capital Announces Q1 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    Loan Interest Revenue up 45% and Recurring Free Cash Flow up 104% year over year 

    TORONTO, ON, May 14, 2025 (GLOBE NEWSWIRE) — Flow Capital Corp. (TSXV:FW), a leading provider of flexible growth capital and alternative debt solutions, announces its unaudited financial and operating results for the for the three-months ended March 31, 2025.

    Q1 2025 Performance Highlights

    • 45% increase in Loan Interest Revenue to $2.9 million year over year.
    • 104% increase in Recurring Free Cash Flow to $847,111 year over year.
    • $0.028 in Recurring Free Cash Flow per share for the quarter.
    • 13% increase in Total Assets to $74.1 million year over year.
    • $3.2 million in new capital deployment during the quarter.
    • $1.22 book value per share.

    “This was another strong quarter, capping off a record year for Flow Capital. Q1 2025 represented the 7th consecutive quarter of sequential quarter-to-quarter loan interest revenue growth. More importantly, we are growing our revenue while consistently generating positive free cash flow. We have entered our 6th consecutive year of generating positive recurring cash flow, generating $847,111 during the quarter. We believe our continued strong growth indicates the strength of our business model and management’s ability to execute on it.” said Alex Baluta, CEO of Flow Capital.

    Detailed Financial Results are available on our website at www.flowcap.com/investor-relations/2025 or on www.sedar.com/.

    Results of Operations

    Click here to view image

    (1)   Recurring Free Cash Flow is an internally defined, non-IFRS measure calculated as loan interest revenue less loan amortization income, one-time payments, salaries, professional fees, office and general administrative expenses, and financing expenses. See the section “Use of Non-IFRS Financial Measures”.
    (2)   Calculated by taking Total Shareholders’ Equity as reported on the Statements of Financial Position over the number of outstanding shares at period end. See the section “Use of Non-IFRS Financial Measures”.

    Conference Call Details

    Flow Capital will host a conference call to discuss these results at 9:00 a.m. Eastern Time, on Thursday, May 15, 2025. Participants should call +1 800-717-1738 or +1 289-514-5100 and ask an operator for the Flow Capital Earnings Call, Conference ID 61852. Please dial in 10 minutes prior to the call to secure a line. A replay will be available shortly after the call. To access the replay, please dial +1 888-660-6264 or +1 289-819-1325 and enter passcode 61852#. The replay recording will be available until 11:59 p.m. ET, May 29, 2025.

    An audio recording of the conference call will be also available on the investors’ page of Flow Capital’s website at www.flowcap.com/investor-relations/2025

    About Flow Capital

    Flow Capital Corp. is a publicly listed provider of flexible growth capital and alternative debt solutions dedicated to supporting high-growth companies. Since its inception in 2018, the company has provided financing to businesses in the US, the UK, and Canada, helping them achieve accelerated growth without the dilutive impact of equity financing or the complexities of traditional bank loans. Flow Capital focuses on revenue-generating, VC-backed, and founder-owned companies seeking $2 to $10 million in capital to drive their continued expansion.

    Learn more at www.flowcap.com

    For further information, please contact:

    Flow Capital Corp.

    Alex Baluta
    Chief Executive Officer
    alex@flowcap.com

    47 Colborne St, Suite 303,
    Toronto, Ontario M5E 1P8

    Non-IFRS Financial Measures

    This press release includes references to the non-IFRS financial measure “Recurring Free Cash Flow.” This financial measure is employed by the Company to measure its operating and economic performance, to assist in business decision-making, and to provide key performance information to senior management. The Company believes that, in addition to conventional measures prepared in accordance with IFRS, certain investors and analysts use this information to evaluate the company’s operating and financial performance. This financial measure is not defined under IFRS, nor does it replace or supersede any standardized measure under IFRS. Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure. Reconciliations of non-IFRS measures to the nearest IFRS measure can be found in this press release under “Reconciliation of Non-IFRS Measures.”

    Reconciliation of Non-IFRS Measures

    The table below reconciles Recurring Free Cash Flow for the periods indicated.

    Recurring Free Cash Flow is an internally defined, non-IFRS measure calculated as loan interest and royalty income less loan amortization income, one-time payments, salaries, professional fees, office and general administrative expenses, and financing expenses.

    Click here to view image

    Forward-Looking Information and Statements

    Certain statements herein may be “forward-looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Flow or the industry to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements. These forward-looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Flow assumes no obligation, except as required by law, to update any forward-looking statements to reflect new events or circumstances.

    The MIL Network –

  • MIL-OSI: Questerre reports first quarter 2025 results

    Source: GlobeNewswire (MIL-OSI)

    THIS NEWS RELEASE IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES OF AMERICA TO UNITED STATES NEWSWIRE SERVICES OR UNITED STATES PERSONS

    CALGARY, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — Questerre Energy Corporation (“Questerre” or the “Company”) (TSX,OSE:QEC) reported today on its financial and operating results for the quarter ended March 31, 2025.

    Michael Binnion, President and Chief Executive Officer of Questerre, commented, “Three wells at Kakwa North were completed this quarter. Including flush volumes, our daily production has averaged over 3,500 boe per day since the tie-in in early April. We plan to participate in a follow-up three (1.5 net) well program that could begin this fall.”

    He added, “Securing energy supplies and diversifying markets is a priority in Canada following the seismic shift in US trade policy. This is especially true in Quebec where imports account for nearly half their total energy demand. There is a growing consensus in the province that energy infrastructure, including pipelines and LNG export facilities, should be revisited. Our discovery could provide a secure supply of natural gas and help solve their existing electrical energy shortage while reducing Canadian and global emissions.”

    He further added, “We are following the legal process to protect our shareholders’ rights. At a recent hearing, the Justice approved our request to interview several key Government representatives including current and former ministers. The Attorney General is requesting leave to appeal this decision.”

    Highlights

    • Kakwa North wells completed in the quarter and on production in early April bringing production to over 3,500 boe per day
    • Red Leaf completes larger-pilot scale demonstration of technology
    • Average daily production of 1,729 boe per day and net cash flow from operating activities of $3.4 million and adjusted funds flow from operations of $3.5 million

    Production volumes increased marginally in the first quarter of 2025 to 1,729 boe/d from 1,664 boe/d last year. Production volumes will increase further in the second quarter following the tie-in of the three (1.50 net) wells drilled this year at Kakwa North. For the quarter, petroleum and natural gas revenue remained relatively flat and totaled $9.1 million in the period compared to $9.0 million last year. With revenue offsetting expenses, the Company generated no net income for the quarter compared to a loss of $0.2 million last year. Cash flow from operations was $3.4 million (2024: $2.6 million) and adjusted funds flow from operations of $3.5 million (2024: $3 million).

    The Company incurred capital expenditures of $17.9 million for the period (2024: $2.6 million) and reported a working capital surplus of $9.2 million as of March 31, 2025 (2024: $30.2 million).

    The term “adjusted funds flow from operations” and “working capital surplus” are non-IFRS measures. Please see the reconciliation elsewhere in this press release.

    Questerre is an energy technology and innovation company. It is leveraging its expertise gained through early exposure to low permeability reservoirs to acquire significant high-quality resources. We believe we can successfully transition our energy portfolio. With new clean technologies and innovation to responsibly produce and use energy, we can sustain both human progress and our natural environment.

    Questerre is a believer that the future success of the oil and gas industry depends on the balance of economics, environment, and society. We are committed to being transparent and are respectful that the public must be part of making the important choices for our energy future.

    Advisory Regarding Forward-Looking Statements

    This news release contains certain statements which constitute forward-looking statements or information (“forward-looking statements”) including the Company’s views that securing energy security and market access is a priority in Canada following the shift in US trade policy and that its discovery could provide a secure supply of natural gas to Quebec and help solve their existing electric energy shortage while reducing Canadian and global emissions.

    Forward-looking statements are based on several material factors, expectations, or assumptions of Questerre which have been used to develop such statements and information, but which may prove to be incorrect. Although Questerre believes that the expectations reflected in these forward-looking statements are reasonable, undue reliance should not be placed on them because Questerre can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Further, events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, without limitation: the implementation of Bill 21 by the Government of Quebec and certain other risks detailed from time-to-time in Questerre’s public disclosure documents. Additional information regarding some of these risks, expectations or assumptions and other factors may be found in the Company’s Annual Information Form for the year ended December 31, 2024, and other documents available on the Company’s profile at www.sedar.com. The reader is cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Questerre undertakes no obligations to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

    Certain information set out herein may be considered as “financial outlook” within the meaning of applicable securities laws. The purpose of this financial outlook is to provide readers with disclosure regarding Questerre’s reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.

    (1) For the three-month period ended March 31, 2025, liquids production including light crude and natural gas liquids accounted for 998 bbl/d (2024: 978 bbl/d) and natural gas including conventional and shale gas accounted for 4,388 Mcf/d (2024: 4,114 Mcf/d).

    Barrel of oil equivalent (“boe”) amounts may be misleading, particularly if used in isolation. A boe conversion ratio has been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil and the conversion ratio of one barrel to six thousand cubic feet is based on an energy equivalent conversion method application at the burner tip and does not necessarily represent an economic value equivalent 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 equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

    This press release contains the terms “adjusted funds flow from operations” and “working capital surplus” which are non-GAAP terms. Questerre uses these measures to help evaluate its performance.

    As an indicator of Questerre’s performance, adjusted funds flow from operations should not be considered as an alternative to, or more meaningful than, cash flows from operating activities as determined in accordance with GAAP. Questerre’s determination of adjusted funds flow from operations may not be comparable to that reported by other companies. Questerre considers adjusted funds flow from operations to be a key measure as it demonstrates the Company’s ability to generate the cash necessary to fund operations and support activities related to its major assets.

      Three Months Ended March 31,
    ($ thousands)   2025     2024  
    Net cash used in operating activities $ 3,359   $ 2,628  
    Change in non-cash operating working capital   184     345  
    Adjusted Funds Flow from Operations $ 3,543   $ 2,973  
                 

    Working capital surplus is a non-GAAP measure calculated as current assets less current liabilities excluding risk management contracts and lease liabilities.

    The MIL Network –

  • MIL-OSI Canada: Statement from the Taxpayers’ Ombudsperson congratulating the new Minister of Finance and National Revenue

    Source: Government of Canada News

    OTTAWA, May 14, 2025 – I would like to congratulate the Honourable François-Philippe Champagne, Minister of Finance and National Revenue, on his added responsibilities in Cabinet.

    I look forward to working with Mr. Champagne to improve services at the Canada Revenue Agency (CRA). The CRA has the dual responsibility of administering tax legislation and distributing benefit payments to those who need them most. I trust that he will give both aspects of this role the attention they require.

    Mr. Champagne brings a wealth of experience. He has held a variety of ministerial portfolios, from Minister of Infrastructure and Communities to Minister of Foreign Affairs to Minister of Innovation, Science and Industry. I am sure that his variety of expertise will be an important asset in his dual role as Minister of Finance and National Revenue.

    As well, I would like to extend my congratulations to the Honourable Wayne Long, Secretary of State (Canada Revenue Agency and Financial Institutions). He brings an interesting perspective acquired through his active engagement with numerous parliamentary committees, notably the Standing Committee on Human Resources, Skills and Social Development and the Status of Persons with Disabilities. I am therefore confident he will be proactive in making sure the CRA pursue its dual role, especially for the most vulnerable among us.

    I would also like to take the opportunity to thank the Honourable Élisabeth Brière. Although I was her special advisor for only a short period of time, it was a pleasure working with her to improve the CRA’s services.

    During her time as Minister, our Office released two systemic examination reports—Timing Is Everything, about how the CRA administers the Canada child benefit, and Unintended Consequences, about the CRA’s administration of the bare trust filing requirements. Between these two reports, we made a total of 16 recommendations. I was pleased to see that she provided thoughtful responses for how the CRA could improve the areas we identified. I wish her the best in her work as a member of Parliament for Sherbrooke.

    I am looking forward to working with both the Minister and the Secretary of State in implementing the aforementioned recommendations made in our last two systemic reports.

    Mr. François Boileau, Taxpayers’ Ombudsperson

    Background information

    The Office of the Taxpayers’ Ombudsperson works independently from the CRA. Canadians can submit complaints to the Office if they feel they are not receiving the appropriate service from the CRA. Our main objective is to improve the service the CRA provides to taxpayers and benefit recipients by reviewing individual service complaints and service issues that affect more than one person or a segment of the population.

    The Taxpayers’ Ombudsperson assists, advises and informs the Minister of Finance and National Revenue about matters relating to services provided by the CRA. The Ombudsperson ensures, in particular, that the CRA respects eight of the service rights outlined in the Taxpayer Bill of Rights.

    MIL OSI Canada News –

  • MIL-OSI Canada: Judicial appointments increase Albertans access to court

    Albertans deserve to have access to a fair, accessible and transparent justice system. To increase capacity in the courts and improve access to justice for those involved in civil, criminal and family matters, Alberta’s government has made five new judicial appointments to the Alberta Court of Justice.

    “Continuing to fill judicial appointments directly strengthens the capacity of our courts, helping ensure Albertans have timely access to justice. Those newly appointed will serve Albertans well in their respective divisions and I congratulate them on their new roles.”

    Mickey Amery, Minister of Justice and Attorney General

    Alberta’s government has appointed the following individuals to the Alberta Court of Justice:

    • Tracey Bailey, KC, Edmonton Family and Youth Division, effective June 23.
    • Sheri Epp, Calgary Criminal Division and Calgary Region, effective June 2.
    • Karen McGowan, Edmonton Family and Youth Division, effective June 2.
    • Alicia Wendel, Edmonton Region, effective June 2.
    • Colin Wetter, part-time justice of the peace in Edmonton, effective May 14.

    “The Alberta Court of Justice is pleased to welcome and congratulate these new appointments. Access to justice is a fundamental value of our society, ensuring that every individual has the opportunity to be heard, receive fair treatment, and obtain timely, meaningful resolution to their legal challenges. I am confident that their backgrounds and experience will serve Albertans well in achieving these goals.”

    James Hunter, chief justice, Alberta Court of Justice

    Since June 2023, Alberta’s government has made 30 judicial appointments.

    Tracey M. Bailey, KC, received her bachelor of laws degree from the University of Alberta in 1991. She started her career as an articling student, continuing as a lawyer at Milner Fenerty. Following academia, she practiced law at Alberta’s Ministry of Justice and Solicitor General before returning to private practice in 2020 as associate counsel at Miller Thomson, LLP, where Ms. Bailey was made partner in 2025.

    Sheri Epp received her bachelor of laws degree from the University of Alberta in 1997. She began her career as an articling student, and then as a litigation associate at Code Hunter Wittmann/Gowlings. She then gained litigation experience at Code Hunter LLP, Scott Hall LLP, McCarthy Tetrault LLP, and Talisman Energy Inc. Most recently, Ms. Epp was senior counsel, then became assistant vice-president and associate chief counsel of Individual Insurance and Affinity at Manulife.

    Karen McGowan received her bachelor of laws degree from the University of Alberta in 1998. Her focus has always been criminal law, beginning as an articling student at Beresh, Depoe, Cunningham. Since being called to the bar in 1999, she has practiced law for Legal Aid Alberta in the Youth Criminal Defence Office, then as a senior advisory counsel, and finally, in the Criminal Trial Group.

    Alicia Wendel received her bachelor of laws degree from Dalhousie University in 1999. She started her career as an articling student at McAllister and Sinclair, then as a barrister at Fix and Smith. From 2001 to present, she has been a Crown prosecutor in rural jurisdictions, practicing in regional courts with the Alberta Crown Prosecution Service. Currently, Ms. Wendel is a member of the Alberta Justice Restorative Justice Working Group, the Alberta Justice Sexual Violence Working Group, and the Gladue Systemic Change Project Committee.

    Colin Wetter received his bachelor of laws degree from the University of Alberta in 1986. He began his career as an articling student at Howard Mackie in Calgary, then practiced law in the private sector until 1992. He then joined the federal Department of Justice as legal counsel, and –with ever-increasing roles of responsibility – in 2012 became regional director of the Aboriginal Law Services Section (Alberta). Mr. Wetter was regional director of the Tax Law Services Section (Prairie Region) from 2019 to 2022.

    Quick facts

    • Lawyers with at least 10 years at the bar can apply to become a justice with the Alberta Court of Justice. 
    • Lawyers with at least five years at the bar can apply to become a justice of the peace. Justice of the peace appointments are for 10 years.
    • Applications are reviewed by the Alberta Judicial Council and Alberta Judicial Nominating Committee, and then recommended to the minister of justice and cabinet for appointment.

    Related information

    • Alberta’s government is actively recruiting justices and justices of the peace and encourages qualified lawyers to apply. Qualified lawyers who wish to be considered for appointment can access the application form online.

     Related news

    • Ensuring access to justice for Albertans (May 7, 2025)
    • Judicial appointments increase Albertans access to justice (April 9, 2025)
    • Increasing court capacity (Jan. 15, 2025)
    • Strengthening Alberta’s courts (Dec. 4, 2024)

    MIL OSI Canada News –

  • MIL-OSI Canada: Premier leading Asia trade mission to promote B.C. investment, support good jobs

    Source: Government of Canada regional news

    Premier David Eby is leading a trade mission to Asia with business leaders and key government officials to strengthen partnerships, increase investment, diversify trade and create good jobs for British Columbians.

    “Our largest trading partner has become increasingly unreliable, so now is the time to expand international markets for B.C. goods and develop deeper bonds with other countries,” Premier Eby said. “This trade mission is about showcasing all that B.C. has to offer, deepening our relationship with major customers, supporting good jobs here at home and building our province’s position as the economic engine of a stronger and more independent Canada.”

    The trade mission is from June 1 until June 10, and includes: Tokyo and Osaka, Japan; Kuala Lumpur, Malaysia; and Seoul, South Korea. Premier Eby will be accompanied by Lana Popham, Minister of Agriculture and Food, and Paul Choi, parliamentary secretary for Asia-Pacific trade, along with representatives from B.C. businesses and research universities.

    “Farmers and food processers run an economic engine for the province, creating more than 40,000 jobs and nearly $6 billion in export sales every year,” Popham said. “I am excited to showcase the best of what B.C. has to offer on an international stage while opening up new opportunities for trade, growth and innovation.”

    The team will be promoting B.C.’s strengths and seeking to build relationships that will support new trade and investment in key sectors, including surging demand in Asia for clean energy, B.C. wood and forestry products, technology, LNG and critical minerals, and agricultural products such as halal foods and seafood.

    This mission builds on B.C.’s trade diversification strategy and is a followup to the Premier’s trade mission to the region in 2023. Over the 10-day trip, the Premier, minister and team will be meeting with government officials, business leaders and investors to discuss trade and partnership opportunities, as well as shared priorities in key sectors.

    Itinerary:

    June 1-5: Tokyo and Osaka, Japan
    June 5-7: Kuala Lumpur, Malaysia
    June 8-10: Seoul, South Korea

    Quick Facts:

    • The Indo-Pacific is the world’s fastest-growing economic region, and by 2040 is expected to account for more than half the global economy.
    • More than 41% of B.C.’s merchandise exports – totalling approximately $22.4 billion in 2024 – are directed toward Indo-Pacific markets.
    • Japan and South Korea are B.C.’s third- and fourth-largest trading partners, with 17% of all B.C. merchandise exports going to those two markets.
    • Almost half of all Canadian exports to South Korea originate in B.C., and B.C.’s share of Canadian exports to Japan is more than 38%.

    Learn More:

    MIL OSI Canada News –

  • MIL-OSI Canada: Prime Minister announces Chief Government Whip

    Source: Government of Canada – Prime Minister

    Today, the Prime Minister, Mark Carney, announced that Mark Gerretsen, Member of Parliament for Kingston and the Islands, will serve as Chief Government Whip.

    Mr. Gerretsen was first elected as a Member of Parliament in 2015. He has previously served as Deputy Government House Leader, as Parliamentary Secretary to the Leader of the Government in the House of Commons, and as a member of various parliamentary committees.

    The decisions made by this new Parliament, starting on May 26, 2025, will be decisive for Canada’s future. We will govern constructively and collaboratively, working with Caucus and across parties in Parliament to deliver the change that Canadians voted for.

    MIL OSI Canada News –

  • MIL-OSI Canada: Penning a new chapter on mutually beneficial trade

    Source: Government of Canada regional news (2)

    MIL OSI Canada News –

  • MIL-OSI USA: Dingell, Merkley, Welch, Sanders Introduce Bill to Lower Prescription Drug Prices for All Americans

    Source: United States House of Representatives – Congresswoman Debbie Dingell (12th District of Michigan)

    Congresswoman Debbie Dingell (MI-06) along with Senators Jeff Merkley (D-OR), Peter Welch (D-VT), and Bernie Sanders (I-VT), today introduced the End Price Gouging for Medications Act.

    The bicameral bill would lower prescription drug costs for all Americans and end pharmaceutical price gouging by requiring drug companies to offer medications in the United States at no more than the lowest price per drug in twelve other similarly developed countries—Australia, Austria, Belgium, Canada, France, Germany, Italy, Japan, the Netherlands, Sweden, Switzerland, and the United Kingdom.

    “In the wealthiest nation on earth, no one should have to choose between buying groceries and affording the medications they need to survive.” said Dingell. “There’s no reason we should be spending more on prescriptions than any other country. This legislation will bring down the cost of prescription drugs, hold drug companies accountable for their unchecked greed, and provide much-needed relief to American families.”

    “Americans pay the highest prices in the world for prescription drugs, even though we invest the most in cutting-edge research and development. That is unconscionable,” said Merkley. “In my town halls across every corner of Oregon, I’ve heard time and again from Oregonians about how sky-high prescription drug prices are pushing their budgets to the limit. The End Price Gouging for Medications Act will crack down on Big Pharma’s greed. If President Trump is serious about lowering prescription drug costs for families and seniors across America, he should work with Congress to ensure we get the best prices, not the worst.”

    “No one should ever be forced to choose between paying for the prescriptions they need or putting food on the table. It’s unacceptable, and for too many Americans it’s a reality because of Big Pharma’s price gouging,” said Welch. “The End Price Gouging for Medications Act would put an end to this bad practice and help more Vermonters access the medications they need. I’m proud to join Sen. Merkley to introduce this bill and help Vermonters get the care they need.”

    On average, Americans spend over $1,400 on prescription drugs every year—the highest per capita drug spending in the world—largely because the pharmaceutical industry is hiking up the cost of drugs to make billions in profits each year. The American people want action, and lowering prescription drug prices to levels obtained in nations similar to the United States has strong bipartisan support. This includes medication such as:

    • Ozempic, which costs Americans nearly $13,000 annually to treat type 2 diabetes compared to roughly $820 in Japan; and
    • Humira, which costs Americans with Crohn’s disease more than $100,000 per year compared to roughly $3,320 per year in Austria.

    Unlike Trump’s recent executive order (EO) on international reference pricing, which only applies to Medicare and Medicaid, the End Price Gouging for Medications Act goes further by requiring drug companies to offer prescription drugs at the established reference price to all individuals in the U.S. market, regardless of insurance or health care status. That includes individuals utilizing all federal health programs, uninsured individuals, individuals covered under a group health plan, or individuals who have purchased their own health insurance coverage.

    In addition to Dingell, Merkley, Welch, and Sanders, the End Price Gouging for Medications Act is co-sponsored by U.S. Senator Dick Durbin (D-IL). The bicameral bill is endorsed by Public Citizen, Center for Health and Democracy, Just Care USA, Center for Medicare Advocacy, and Social Security Works.

    “American consumers pay far too much for drugs, not because it is costly to manufacture them, or even because of the expense of research and development. We pay too much because the U.S. government grants patents and other monopolies to brand-name drug corporations and then does far too little to rein in Big Pharma’s exploitation of those monopolies to price gouge consumers and the government itself. If President Trump were serious about bringing U.S. drug prices down to levels in other countries, he would embrace this legislation and use the bully pulpit to urge legislators to support it instead of retrograde proposals to take away health care from millions of people to give tax cuts to billionaires and corporations. We applaud Senators Merkley, Sanders and Welch for their leadership,” said Peter Maybarduk, Director of Public Citizen’s Access to Medicines Program.

    “There’s no good reason Americans should be forced to pay as much as four times more for our drugs than people in France, Japan and Canada. Senator Merkley, Senator Welch, Ranking Member Sanders, and Representative Dingell’s ‘End Price Gouging for Medications Act’ legislation recognizes that monopoly pricing by drug corporations is killing tens of thousands of Americans each year and driving countless more into medical debt. It rightly calls for fair drug pricing, which is essential to our health and well-being,” said Diane Archer, President, Just Care USA.

    Full text of the End Price Gouging for Medications Act can be found here. 

    MIL OSI USA News –

  • MIL-OSI: Orca Energy Group Inc. Announces Completion of Q1 2025 Interim Filings

    Source: GlobeNewswire (MIL-OSI)

    TORTOLA, British Virgin Islands, May 14, 2025 (GLOBE NEWSWIRE) — Orca Energy Group Inc. (“Orca” or the “Company” and includes its subsidiaries and affiliates) (TSX-V: ORC.A, ORC.B) today announces that it has filed its condensed consolidated interim (unaudited) financial statements and management’s discussion and analysis for the three month period ended March 31, 2025 (“Q1 2025”) with the Canadian securities regulatory authorities. All amounts are in United States dollars (“$”) unless otherwise stated.

    Jay Lyons, Chief Executive Officer, commented:

    “Operationally, I am pleased with how Orca has performed in the first quarter of 2025. Despite the marginal reduction in gas deliveries, largely due to factors outside of the Company’s control, production from the Songo Songo gas field remains robust and in line with our expectations. In light of the challenging commercial environment and the lack of clarity regarding a license extension being secured, capital expenditure on the field has been significantly reduced year-on-year, and this will remain the case going forward.

    Orca remains focused on safeguarding shareholder value with a view to maintaining the capital returns policy, subject to an ongoing review of the commercial environment. We will keep all our stakeholders appraised of developments over the coming months.”

    Highlights

    • Revenue for Q1 2025 increased by 2% compared to the same prior year period, primarily as a result of a higher current income tax adjustment.
    • To date the Songas Power Plant remains shutdown.
    • Gas delivered and sold decreased by 3% for Q1 2025 compared to the same prior year period. In 2024, the Julius Nyerere Hydropower Project (“JNHPP”) commenced commercial operations, with progressive commissioning of each of its 9 turbines allowing a potential peak output of over 2,115 MW. Although the JNHPP’s power generation is currently constrained pending ongoing development of the electricity distribution network, the increased hydro power generation it has delivered, combined with the Songas Power Plant shutdown, have been the primary factors in reduced gas liftings for the power sector.
    • On April 14, 2023, PanAfrican Energy Tanzania Limited (“PAET”) formally requested Tanzanian Petroleum Development Corporation (“TPDC”) apply for an extension of the Songo Songo Development License (the “License”). TPDC is contractually required to make this application promptly upon a request by the Company. In November 2024, TPDC submitted the application for the extension of the License to the Ministry of Energy (“MoE”), however, being uneconomic, the Company informed TPDC that it did not agree with the terms as submitted. Having declined to address PAET’s concerns itself, TPDC refused to rescind and resubmit the application and has advised PAET to raise any issues directly to the MoE. The Company’s Counsel subsequently submitted a letter to the MoE, requesting an urgent meeting to address the issues, and to date a response has not been received to such letter. There are currently no certainties on the timing, nature and extent of any extension of the License. Until an extension has been finalized, a high degree of uncertainty exists with respect to the extent of the Company’s operating activities subsequent to October 2026, when the License is set to expire.
    • On April 15, 2024, contrary to the terms of the gas agreement (“Gas Agreement”) and Production Sharing Agreement (the “PSA”) between PAET, TPDC and the Government of Tanzania (“GoT”), and in violation of Pan African Energy Corporation (Mauritius) (“PAEM”) and PAET’s expectations, the Permanent Secretary of MoE wrote to TPDC, copying PAET and Songas Limited (“Songas”), directing TPDC to “ensure that Protected Gas continues to be produced to the end of the Development Licence on 10th October 2026”. Consistent with that instruction, TPDC took the position that Protected Gas should continue despite the parties’ contractual agreement that Protected Gas ceased after July 31, 2024.
    • In February 2025, PAET, TPDC and Tanzania Portland Cement PLC (“TPCPLC”) agreed to the terms of the Supplementary Gas Agreement (“SGA”) to sell volumes after July 31, 2024 as Additional Gas, which, prior to August 1, 2024, were supplied as Protected Gas. In Q1 2025, TPCPLC fully paid the Company $10.4 million of the receivable previously outstanding as at December 31, 2024.
    • On August 7, 2024, PAET and PAEM issued a notice of dispute (“Notice of Dispute”) in respect of an investment treaty claim against the GoT for breach of the Agreement on Promotion and Reciprocal Protection of Investment between the Government of the Republic of Mauritius and the GoT (“BIT”), and a contractual dispute against GoT and TPDC, for breaches of the: (i) PSA, and (ii) the Gas Agreement. Initial meetings with both the Advisory and Coordinating Committees were held during the week of October 14, 2024 without any resolution on the key issues in dispute. The matters have been further referred to the relevant entity’s chief executive officers and working groups in accordance with the dispute resolution process. Discussions continued with meetings held in January and March 2025 without resolution. The Company’s Counsel subsequently submitted a letter to the MoE, requesting an urgent meeting to address the issues, to date we haven’t had a response to the letter.
    • In February 2025, the Company received a judgment (the “Judgment”) from the Tanzanian High Court (Commercial Division) (the “Court”) for a claim brought by a contractor against PAET. The claim was brought by the contractor for losses arising from PAET’s termination of a contract relating to the Company’s 3D seismic acquisition program. The contract was signed in 2022 and work was due to be completed by the end of 2022; however, work only commenced in 2023 and was never completed. Pursuant to the Judgment, the Court ordered specific and general damages in the aggregate of $23.1 million, plus legal costs and interest at a rate of 7% per annum be paid by PAET to the contractor. PAET respectfully disagrees with the Judgment and has initiated the appeal process. PAET was required to post security for the full amount of the Judgment until the appeal is resolved. The Company has recognised the resulting liability in 2024 based on the Judgment applied. The Company has initiated the appeal process, and if successful in that process, a reversal would be recognized in earnings at that time.
    • Net income attributable to shareholders decreased by 89% for Q1 2025 compared to the same prior year period, primarily as a result of higher depletion and general and administrative expenses.
    • Net cash flows from operating activities1 increased to $20.3 million in Q1 2025 compared to net cash flows used in operating activities of $6.2 million for the same prior year period, primarily a result of the higher payment of the 2023 current liability associated with additional profits tax in Q1 2024 and the TPCPLC settlement of the 2024 year end receivable as well as other changes in non-cash working capital.
    • Capital expenditures decreased by 63% for Q1 2025 compared to the same prior year period. The capital expenditures in Q1 2025 primarily related to the costs of flowlines replacements on SS-5 and SS-9 wells, deferred from 2024 at the request of the GoT. The capital expenditures in Q1 2024 primarily related to the costs of the planned SS-7 well workover program.
    • The Company exited the period with $26.8 million in working capital1 (December 31, 2024: $21.9 million) and cash and cash equivalents of $70.2 million (December 31, 2024: $90.1 million). Cash held in hard currencies (USD, Euro, GBP, CDN) was $64.8 million, as at March 31, 2025 (December 31, 2024: $87.1 million).
    • In February 2025, the Company fully prepaid the $60 million investment (the “Loan”) made by International Finance Corporation (“IFC”) in PAET, pursuant to a loan agreement dated October 29, 2015 between the IFC, PAET and the Company (the “Loan Agreement”). To effect the foregoing prepayment, the Company paid to IFC $30.6 million, representing the aggregate outstanding principal of the Loan together with all accrued interest thereon and all other amounts owing in connection with the Loan as of February 21, 2025. As of the date hereof, the annual variable participating interest granted by PAET to IFC under the terms of the Loan Agreement remains outstanding.
    • As at March 31, 2025, the current receivable from the TANESCO was $12.5 million (December 31, 2024: $12.7 million). The TANESCO long- term receivable as at March 31, 2025 and as at December 31, 2024 was $22.0 million and has been fully provided for. Subsequent to March 31, 2025, the Company has invoiced TANESCO $5.4 million for April 2025 gas deliveries and TANESCO has paid the Company $5.7 million to date.
    • On April 15, 2025 PAET signed a settlement agreement with TPDC and TANESCO (“Settlement Agreement”), for TANESCO to pay PAET and TPDC $52.0 million for unpaid amounts owing by TANESCO for deliveries of natural gas from the Songo Songo gas field. The Settlement Agreement requires TANESCO to pay the Tanzanian Shilling equivalent of $52.0 million, comprised of the $33.7 million principal amount and $18.3 million representing a portion of the default interest owed by TANESCO. It was agreed that the remaining balance of the default interest owing by TANESCO would be waived if TANESCO pays the settlement amount when required and in full while remaining current on amounts owed. TANESCO must pay the settlement amount to PAET via weekly instalments and meet monthly total payment amounts, commencing in April 2025 and ending in October 2025. Payments on account of the settlement amount will be allocated between PAET and TPDC in accordance with the PSA. Pursuant to the PSA, and assuming payment in full of the settlement amount, the Company expects to retain approximately $29.4 million of the settlement amount with TPDC retaining the balance. To date, TANESCO has paid $10.0 million under the Settlement Agreement.

    1 See Non-GAAP Financial Measures and Ratios.

    Financial and Operating Highlights for the Three Months Ended March 31, 2025          
      Three Months
    ended March 31     		 % Change 
    (Expressed in $’000 unless indicated otherwise) 2025 2024  Q1/25 vs Q1/24 
    OPERATING
    Daily average gas delivered and sold (MMcfd)    		 72.0 74.3   (3 )%
    Industrial 19.1 14.0   36 %
    Power 52.9 60.3   (12 )%
    Average price ($/mcf)          
    Industrial 7.98 8.94   (11 )%
    Power 3.92 3.87   1 %
    Weighted average 4.99 4.82   4 %
    Operating netback ($/mcf)1 2.87 2.79   3 %
    FINANCIAL      
    Revenue 25,391 24,937   2 %
    Net income attributable to shareholders 102 969   (89 )%
    per share – basic and diluted ($) 0.01 0.05   (80 )%
    Net cash flows from / (used in) operating activities 20,264 (6,170 ) n/m
    per share – basic and diluted ($)1 1.03 (0.31 ) n/m
    Capital expenditures1 548 1,470   (63 )%
    Weighted average Class A and Class B shares (‘000) 19,766 19,799   0 %
      March 31, As at December 31,  
      2025 2024  % Change
    Working capital (including cash) 1 26,796 21,904   22 %
    Cash and cash equivalents 70,183 90,076   (22 )%
    Outstanding shares (‘000)      
    Class A 1,750 1,750   0 %
    Class B 18,015 18,022   0 %
    Total shares outstanding 19,765 19,772   0 %

    1 See Non-GAAP Financial Measures and Ratios.

    The complete Condensed Consolidated Interim (Unaudited) Financial Statements and Notes and Management’s Discussion & Analysis for the three months ended March 31, 2025 may be found on the Company’s website at www.orcaenergygroup.com or on the Company’s profile on SEDAR+ at www.sedarplus.ca.

    Orca Energy Group Inc.

    Orca Energy Group Inc. is an international public company engaged in natural gas development and supply in Tanzania through its subsidiary, PAET. Orca trades on the TSX Venture Exchange under the trading symbols ORC.B and ORC.A.

    The principal asset of Orca is its indirect interest in the PSA with TPDC and the GoT in the United Republic of Tanzania. This PSA covers the production and marketing of certain conventional natural gas from the License offshore Tanzania. The PSA defines the gas produced from the Songo Songo gas field as “Protected Gas” and “Additional Gas”. The Gas Agreement deals further with the parties’ entitlement to Protected Gas and Additional Gas. Under the Gas Agreement, until July 31, 2024, Protected Gas was owned by TPDC and was sold to Songas TPCPLC. After July 31, 2024, Protected Gas ceased and all production from the Songo Songo gas field constitutes Additional Gas which PAET and TPDC are entitled to sell on commercial terms until the PSA expires in October 2026. Songas is the owner of the infrastructure that enables the gas to be treated and delivered to Dar es Salaam, which includes a gas processing plant on Songo Songo Island.

    Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

    Abbreviations

    mcf thousand cubic feet
    MMcf million standard cubic feet
    MMcfd million standard cubic feet per day


    Non-GAAP     Financial Measures and Ratios

    In this press release, the Company has disclosed the following non-GAAP financial measures, non-GAAP ratios and supplementary financial measures: capital expenditures, operating netback, operating netback per mcf, working capital, net cash flows from operating activities per share and weighted average Class A and Class B Shares.

    These non-GAAP financial measures and ratios disclosed in this press release do not have any standardized meaning under International Financial Reporting Standards (“IFRS”), and may not be comparable to similar financial measures disclosed by other issuers. These non-GAAP financial measures and ratios should not, therefore, be considered in isolation or as a substitute for, or superior to, measures and ratios of Company’s financial performance defined or determined in accordance with IFRS. These non-GAAP financial measures and ratios are calculated on a consistent basis from period to period.

    Non-GAAP Financial Measures

    Capital expenditures

    Capital expenditures is a useful measure as it provides an indication of our investment activities. The most directly comparable financial measure is net cash used in investing activities. A reconciliation to the most directly comparable financial measure is as follows:

      Three Months ended
    March 31
    $’000 2025 2024 
    Pipelines, well workovers and infrastructure 548 1,169  
    Other capital expenditures – 301  
    Capital expenditures 548 1,470  
    Change in non-cash working capital 7,102 (85 )
    Net cash used by investing activities 7,650 1,385  


    Operating netback

    Operating netback is calculated as revenue less processing and transportation tariffs, TPDC’s revenue share, and operating and distribution costs. The operating netback summarizes all costs that are associated with bringing the gas from the Songo Songo gas field to the market and is a measure of profitability. A reconciliation to the most directly comparable financial measure is as follows:

      Three Months ended March 31
    $’000 2025  2024 
    Revenue 25,391   24,937  
    Production, distribution and transportation expenses (4,203 ) (4,310 )
    Net Production Revenue 21,188   20,627  
    Less current income tax adjustment (recorded in revenue) (2,538 ) (1,726 )
    Operating netback 18,650   18,901  
    Sales volumes MMcf 6,487   6,764  
    Netback $/mcf 2.87   2.79  


    Non-GAAP     Ratios

    Operating netback per mcf

    Operating netback per mcf represents the profit margin associated with the production and sale of Additional Gas and is calculated by taking the operating netback and dividing it by the volume of Additional Gas delivered and sold. This is a key measure as it demonstrates the profit generated from each unit of production.

    Supplementary Financial Measures

    Working capital

    Working capital is defined as current assets less current liabilities, as reported in the Company’s Condensed Consolidated Interim Statements of Financial Position (Unaudited). It is an important measure as it indicates the Company’s ability to meet its financial obligations as they fall due.

    Net cash flows from operating activities per share

    Net cash flows from operating activities per share is calculated as net cash flows from operating activities divided by the weighted average number of shares, similar to the calculation of earnings per share. Net cash flow from operations is an important measure as it indicates the cash generated from the operations that is available to fund ongoing capital commitments.

    Weighted average Class A and Class B Shares

    In calculating the weighted average number of shares outstanding during any period the Company takes the opening balance multiplied by the number of days until the balance changes. It then takes the new balance and multiplies that by the number of days until the next change, or until the period end. The resulting multiples of shares and days are then aggregated and the total is divided by the total number of days in the period.

    Forward-Looking Statements

    This press release contains forward-looking statements or information (collectively, “forward-looking statements”) within the meaning of applicable securities legislation. All statements, other than statements of historical fact included in this press release, which address activities, events or developments that Orca expects or anticipates to occur in the future, are forward-looking statements. Forward-looking statements often contain terms such as may, will, should, anticipate, expect, continue, estimate, believe, project, forecast, plan, intend, target, outlook, focus, could and similar words suggesting future outcomes or statements regarding an outlook. More particularly, this press release contains, without limitation, forward-looking statements pertaining to the following: the Company’s expectations regarding the demand for natural gas and power supply; assessment by the Company of the merits of the appeal made by the Company pursuant to the Judgment; costs, outcomes and timing in respect to the outcome of the appeal of the Judgement; merit, outcomes, position and timing in respect of the Notice of Dispute; expectations in relation to the Notice of Dispute; extension of the License and the Company’s expectation to continue to actively engage with the GoT to progress the License extension; the ability of the Company to continue its operating activities subsequent to October 2026, when the License is set to expire; continued accrual of participating interest in respect of the Loan until the specified date; the receipt of the payment of arrears from TANESCO; and the payment by TANESCO of amounts owing under the Settlement Agreement; and the amount that PAET is expected to retain in relation to the Settlement Agreement. Actual results may differ materially from those anticipated in the forward-looking statements. Although management believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, access to resources and infrastructure, performance or achievement since such expectations are inherently subject to significant business, economic, operational, competitive, political and social uncertainties and contingencies.

    These forward-looking statements involve substantial known and unknown risks and uncertainties, certain of which are beyond the Company’s control, and many factors could cause the Company’s actual results to differ materially from those expressed or implied in any forward-looking statements made by the Company, including, but not limited to: uncertainties involving the Notice of Dispute and the Judgment; various uncertainties involved in the extension of the License; risk that meetings related to the Notice of Dispute are not held on the anticipated timing; risk the PSA will not be replaced; risk of decreased demand for production volumes from the Songo Songo gas field; risk the Songas Power Plant will shut down indefinitely; negative effect on the Company’s rights under the PSA and other agreements relating to its business in Tanzania; fluctuations in demand for natural gas and power supply in Tanzania; the Company’s average gas sales including the sale of Additional Gas are different than anticipated; risk that the Company may incur losses and legal expenses as a result of the Notice of Dispute and/or appeal of the Judgment; uncertainties regarding quantum of damages payable to the Company in respect of the Notice of Dispute; uncertainties regarding quantum of damages payable by the Company in respect of the appeal of the Judgment; risk that the budgeted expenditures, timing of the completion and anticipated benefits from the Company’s various development programs and studies in 2025 are different than expected; risk of damage to the Company’s infrastructure assets; failure to extend the License on favorable terms or at all; inability to continue the Company’s operating activities beyond the expiry of the License; inability to maintain gas sale contract discipline; the accrual of participating interest is different than expected; failure to receive payment of arrears from TANESCO; if any payment is eventually required in respect of the Judgment, that it will not be cost recoverable under the PSA; risk that TANESCO will not pay such amounts owing under the Settlement Agreement; changes to forecasts regarding future development capital spending and source of capital spending; risk of future restrictions on the movement of cash from Jersey, Mauritius or Tanzania; occurrence of circumstance or events which significantly impact the Company’s cash flow and liquidity and the Company’s ability cover its long-term and short-term obligations or fund planned capital expenditures; incurrence of losses from debtors in 2025; prolonged foreign exchange reserves deficiency in Tanzania; inability to convert Tanzanian shillings into US dollars or other hard currencies as and when required; discontinuation of work by the Company with the GoT on an alternative development plan for longer term field development; failure to obtain necessary regulatory approvals; risks regarding the uncertainty around evolution of Tanzanian legislation; risk of unanticipated effects regarding changes to the Company’s tax liabilities and the implementation of further legislation and the Company’s interpretation of the same; risk of a lack of access to Songas processing and transportation facilities; risk that the Company may be unable to complete additional field development to support the Songo Songo production profile through the life of the License; risks associated with the Company’s ability to complete sales of Additional Gas; negative effect on the Company’s rights under the PSA and other agreements relating to its business in Tanzania as a result of recently enacted legislation, as well as the risk that such legislation will create additional costs and time connected with the Company’s business in Tanzania; risk relating to the Company’s relationship with the GoT; the impact of general economic conditions in the areas in which the Company operates; civil unrest; risk of pandemic; industry conditions; changes in laws and regulations including the adoption of new environmental laws and regulations; impact of local content regulations and variances in the interpretation and enforcement of such regulations; uncertainty regarding results through negotiations and/or exercise of legally available remedies; failure to successfully negotiate agreements; risks of non-payment by recipients of natural gas supplied by the Company; lack of certainty with respect to foreign legal systems, corruption, and other factors that are inconsistent with the rule of law; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; timing of receipt of, or failure to comply with, necessary permits and approvals; and potential damage to the Company’s reputation due to the actual or perceived occurrence of any number of events, including negative publicity with respect to the Company’s dealings with the GoT, TPDC and TANESCO, whether true or not; increased competition; the lack of availability of qualified personnel or management; fluctuations in commodity prices, foreign exchange or interest rates; stock market volatility; competition for, among other things, capital, oil and gas field services and skilled personnel; failure to obtain required equipment or replacement parts for field development; effect of changes to the PSA on the Company as a result of the implementation of new government policies for the oil and gas industry; inaccuracy in reserve estimates; incorrect forecasts in production and growth potential of the Company’s assets; inability to obtain required approvals of regulatory authorities; risks associated with negotiating with foreign governments; failure to successfully negotiate agreements; risk that the Company will not be able to fulfil its contractual obligations; risk that trade and other receivables may not be paid by the Company’s customers when due; the risk that the Company’s Tanzanian operations will not provide near term revenue earnings; and such additional risks listed under “Business Risks” in our management discussion and analysis for the three months ended March 31, 2025, and our management discussion and analysis for the year ended December 31, 2024. As a result of the foregoing, the Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by these forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive therefrom. Readers are cautioned that the foregoing list of factors is not exhaustive.

    Such forward-looking statements are based on certain assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors the Company believes are appropriate in the circumstances, including, but not limited to: increased demand for gas supply; successful negotiation and execution of new gas sales contracts under the Gas Agreement; successful negotiation of the License extension on terms favorable to the Company; successful implementation of various development and study programs at the budgeted expenditures; accurate assessment by the Company of the merits of its claim under the Notice of Dispute and the appeal of the Judgment; that all capital allocation decisions will be based upon prudent economic evaluations and returns; successful maintenance of gas sale contract discipline on a go-forward basis pursuant to the Company’s gas supply agreements; that the Company will receive payment of arrears from TANESCO; the Company’s relationship with TPDC and the GoT; the current status of actions involved in the Notice of Dispute; accurate assessment by the Company of the merits of its rights and obligations in relation to TPDC and the GoT and other stakeholders in the Songo Songo gas field; receipt of required regulatory approvals; the Company’s ability to maintain strong commercial relationships with the GoT and other state and parastatal organizations and other stakeholders in the Songo Songo gas field; the current and future administration in Tanzania continues to honor the terms of the PSA and the Company’s other principal agreements; that there will continue to be no restrictions on the movement of cash from Mauritius, Jersey or Tanzania; that the Company will have sufficient cash flow, debt or equity sources or other financial resources required to fund its capital and operating expenditures and participation interest obligations as needed; the Company does not incur any losses from debtors in 2025; absence of circumstances or events that significant impact the Company’s cash flow and liquidity; the Company will continue to be able to convert Tanzanian shillings into US dollars; long term field development will be carried out as planned; continued work by the Company with the GoT on alternative development plan for longer term field development as anticipated; timing and amount of capital expenditures and source of funding are in line with forecasts; the Company’s ability to obtain necessary regulatory approvals; the anticipated supply and demand of natural gas are in line with the Company’s expectations; accurate assessment by the Company of the merits of appeal brought forward by the Company pursuant to the Judgment; that the amount of damages recoverable by the Company under the Notice of Dispute will be in line with expectations; the Company’s interpretation and prediction of the effects regarding changes to the Company’s tax liabilities and the implementation of further legislation is accurate in all material respects; the Company’s ability to obtain revenue earnings from its operations; access to customers and suppliers; availability of employees to carry out day-to-day operations, and other resources; that the Company will successfully negotiate agreements; receipt of required regulatory approvals; the ability of the Company to increase production as required to meet demand; infrastructure capacity; commodity prices will not deteriorate significantly; availability of skilled labour; uninterrupted access to infrastructure; the impact of increasing competition; conditions in general economic and financial markets; effects of regulation by governmental agencies; that the Company’s appeal of various tax assessments will be successful; current or, where applicable, proposed industry conditions, laws and regulations will continue in effect or as anticipated as described herein; the effect of any new environmental and climate change related regulations will not negatively impact the Company; and other matters.

    The forward-looking statements contained in this press release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

    The MIL Network –

  • MIL-OSI: Diversified Royalty Corp. Announces First Quarter 2025 Results and Leadership Update

    Source: GlobeNewswire (MIL-OSI)

    VANCOUVER, British Columbia, May 14, 2025 (GLOBE NEWSWIRE) — Diversified Royalty Corp. (TSX: DIV and DIV.DB.A) (the “Corporation” or “DIV”) is pleased to announce its financial results for the three months ended March 31, 2025 (“Q1 2025”) and an update to its leadership structure.

    Highlights

    • The weighted average organic royalty growth1 of DIV’s diversified royalty portfolio was 4.9% in Q1 2025, compared to 6.0% for the three months ended March 31, 2024 (“Q1 2024”). The weighted average organic royalty growth1 on a consistent currency basis was 3.9% in Q1 2025, compared to 6.0% in Q1 2024.
    • Revenue was $15.6 million in Q1 2025, up 3.7%, compared to $15.1 million in Q1 2024.
    • Adjusted revenue1 was $17.0 million in Q1 2025, up 3.6%, compared to $16.4 million in Q1 2024.
    • Distributable cash1 was $11.1 million in Q1 2025, up 16.3%, compared to $9.6 million in Q1 2024.
    • Payout ratio1 was 93.8% in Q1 2025 on dividends of $0.0625 per share ($0.2500 per share annualized), compared to 97.2% in Q1 2024 on dividends of $0.0611 per share ($0.2444 per share annualized), which is an annualized growth of 2.3% in dividends year-over-year.

    First Quarter Commentary

    Sean Morrison, President and Chief Executive Officer of DIV stated, “The first quarter of 2025 once again saw a strong performance from our top royalty partner, Mr. Lube + Tires, which continues to produce strong growth across the system, generating SSSG6 of 9.5%. DIV’s other variable royalty partners generated mixed results with both Oxford and Mr. Mikes generating positive SSSG in Q1. DIV’s fixed royalty partners, Nurse Next Door, Stratus and BarBurrito made their fixed royalty payments. As previously announced, the deferral of 20% of Sutton’s royalties that began in the fourth quarter of 2024 will continue to the end of 2025, to help Sutton invest in the business, and build on the positive momentum that began in the last quarter. DIV continues to see a decrease in royalty income from AIR MILES® because of the continued softness across the AIR MILES® Rewards Program.”

    1. Adjusted revenue and distributable cash are non-IFRS financial measures, payout ratio is a non-IFRS ratio and weighted average organic royalty growth and Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

    First Quarter Results

        Three months ended March 31,  
    (000’s)     2025     2024  
    Mr. Lube + Tires   $ 7,180   $ 6,644  
    Stratusa     2,380     2,130  
    BarBurrito     2,129     2,100  
    Nurse Next Doorb     1,349     1,323  
    Oxford     1,249     1,182  
    Mr. Mikes     1,026     1,016  
    Sutton     899     1,096  
    AIR MILES®     756     892  
    Adjusted revenuec   $ 16,968   $ 16,383  

    a)   Stratus royalty income for the three months ended March 31, 2025, was US$1.7 million, translated at an average foreign exchange rate of $1.4344 to US$1 (March 31, 2024 – US$1.6 million, translated at a foreign exchange rate of $1.3483 to US$1).
    b)   Represents the DIV Royalty Entitlement plus management fees received from Nurse Next Door.
    c)   DIV Royalty Entitlement and adjusted revenue are non-IFRS financial measures and as such, do not have standardized meanings under IFRS. For additional information, refer to “Non-IFRS Measures” in this news release.

    In Q1 2025, DIV generated $15.6 million of revenue compared to $15.1 million in Q1 2024. After taking into account the DIV Royalty Entitlement2 (defined below) related to DIV’s royalty arrangements with Nurse Next Door, DIV’s adjusted revenue2 was $17.0 million in Q1 2025, compared to $16.4 million in Q1 2024. Adjusted revenue increased primarily due to positive SSSG2 (defined below) at Mr. Lube + Tires, Oxford and Mr. Mikes, the annual contractual increases at Stratus, Nurse Next Door and BarBurrito, partially offset by lower royalty income from AIR MILES® and Sutton’s 20% royalty deferral, all as discussed in further detail below.

    2. Adjusted revenue and DIV Royalty Entitlement are non-IFRS financial measures and SSSG are supplementary financial measures – see “Non-IFRS Measures” below.

    Royalty Partner Business Updates

    Mr. Lube + Tires: Mr. Lube + Tires generated SSSG3 of 9.5% for the Mr. Lube + Tires stores in the royalty pool for Q1 2025, compared to SSSG of 14.6% in Q1 2024. SSSG in the current period is primarily due to the sustained growth across the Mr. Lube + Tires system.

    3. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

    Stratus: Royalty income from SBS Franchising LLC (“Stratus”) was $2.4 million (US$1.7 million translated at an average foreign exchange rate of $1.4344 to US$1.00) for Q1 2025. The fixed royalty payable by Stratus increases each November at a rate of 5% until and including November 2026 and 4% each November thereafter during the term of the license, with the most recent increase effective November 15, 2024.

    Nurse Next Door: The royalty entitlement to DIV (the “DIV Royalty Entitlement4”) from Nurse Next Door Professional Homecare Services Inc. (“Nurse Next Door”) was $1.3 million in Q1 2025. The DIV Royalty Entitlement from Nurse Next Door grows at a fixed rate of 2.0% per annum during the term of the license, with the most recent increase effective October 1, 2024.

    4. DIV Royalty Entitlement is a non-IFRS measure – see “Non-IFRS Measures” below.

    Mr. Mikes: SSSG5 for the Mr. Mikes Restaurants Corporation (“Mr. Mikes”) restaurants in the Mr. Mikes royalty pool was 1.5% in Q1 2025, compared to SSSG of -5.5% in Q1 2024. The higher SSSG percentage in the current period is due to an increase in restaurant guest traffic.

    Royalty income and management fees of $1.0 million were generated from Mr. Mikes for Q1 2025 and 2024, respectively.

    5. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

    Oxford: The Oxford Learning Centres, Inc. (“Oxford”) locations in the Oxford royalty pool generated SSSG6 (on a constant currency basis) of 5.5% in Q1 2025, compared to SSSG -2.1% in Q1 2024. Oxford’s positive SSSG for the quarter is due to the solid performance of the Oxford system during the quarter.

    6. Same-store-sales growth or SSSG is a supplementary financial measure – see “Non-IFRS Measures” below.

    AIR MILES®: In Q1 2025, royalty income of $0.8 million was generated from the AIR MILES® Licenses compared to $0.9 million generated in Q1 2024, a decrease of 15.2% from the comparable quarter. The decrease is largely due to continued softness in the AIR MILES® Rewards Program.

    Sutton: In Q1 2025, royalty income of $0.9 million was generated from Sutton, which includes a 20% royalty deferral for Q1, 2025, compared to $1.1 million for Q1, 2024. The deferred royalties do not accrue interest and are due in full on December 31, 2027. The fixed royalty payable by Sutton increases at a rate of 2% per year, with the most recent increase effective July 1, 2024.

    BarBurrito: Royalty income from BarBurrito Restaurants Inc. (“BarBurrito”) was $2.1 million for Q1 2025. The royalty payable by BarBurrito initially grows at a fixed rate of 4% per annum each March from and including March 2025 to and including March 2030 and, commencing on January 1, 2031, will fluctuate based on the gross sales of the BarBurrito locations in the royalty pool.

    Distributable Cash and Dividends Declared

    In Q1 2025, distributable cash7 increased to $11.1 million ($0.0666 per share), compared to $9.6 million ($0.0629 per share), in Q1 2024. The increase in distributable cash per share7 for the quarter was primarily due to an increase in distributable cash, partially offset by a higher weighted average number of common shares outstanding7.

    In Q1 2025, the payout ratio7 was 93.8% on dividends of $0.0625 per share, compared to the payout ratio of 97.2% on dividends of $0.0611 per share for the same respective period in 2024. The decrease to the payout ratio was primarily due to higher distributable cash per share7, partially offset by higher dividends declared per share7.

    7. Distributable cash is a non-IFRS financial measure and distributable cash per share and payout ratio are non-IFRS ratios – see “Non-IFRS Measures” below.

    Net Income

    Net income for Q1 2025 was $8.0 million compared to net income of $7.5 million for the three months ended March 31, 2024. The increase in net income in Q1 2025, was primarily due to the higher adjusted revenues8, lower interest expenses and share-based compensation expenses, partially offset by higher salaries and benefits, income tax expenses, and other finance costs.

    8. Adjusted revenue is a non-IFRS financial measure – see “Non-IFRS Measures” below.

    Availability of Annual General Meeting Materials and Leadership Update

    The proxy-related materials for DIV’s upcoming Annual General meeting of shareholders  (the “Meeting”) to be held on Thursday, June 19, 2025 are now available and have been posted under DIV’s profile on SEDAR+ at www.sedarplus.com and on DIV’s website at: https://www.diversifiedroyaltycorp.com/investors/financial-and-regulatory-reports/financial-reports-2025/.

    At the Meeting, shareholders will be asked to: (i) receive the consolidated financial statements of DIV for the fiscal year ended December 31, 2024, together with the report of the auditors thereon, (ii) elect directors of the Corporation for the ensuing year, and (iii) appoint KPMG LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix their remuneration.

    The Board is pleased to nominate Sean Morrison, our President and Chief Executive Officer, for election to the Board, alongside the current directors. The Board is also pleased to announce the promotion of Greg Gutmanis from Chief Financial Officer and Vice President, Acquisitions, to President and Chief Financial Officer, effective July 1, 2025.

    In his expanded role, Greg will assume greater responsibility for DIV’s day-to-day operations, including oversight of our Royalty Partners’ businesses, identifying and executing new acquisition opportunities, and engaging with DIV’s shareholders and prospective investors. Greg has played a key role in DIV’s growth since its inception. He is widely recognized within Vancouver’s finance community, having received the 2020 BC CFO Award and being named one of Business in Vancouver’s “Top Forty Under 40” in 2017. During his tenure at DIV, Greg has managed approximately $400 million in equity and convertible debenture offerings and over $200 million in senior debt. Prior to joining DIV, he co-managed $165 million across two private equity funds and worked as an investment banker.

    Sean Morrison, stated, “Greg’s promotion to President and Chief Financial Officer is well deserved. I’ve had the pleasure of working with Greg for nearly 20 years in investment banking, private equity, and for the past decade at DIV. Greg is a consummate professional who continues to broaden his expertise and expand his leadership role each year. As continuing CFO and incoming President, I’m confident Greg will continue to grow his responsibilities, and I look forward to working closely with him to deliver value to DIV shareholders.”

    Sean will continue to lead DIV’s strategic direction and overall business as its Chief Executive Officer.

    About Diversified Royalty Corp.

    DIV is a multi-royalty corporation, engaged in the business of acquiring top-line royalties from well-managed multi-location businesses and franchisors in North America. DIV’s objective is to acquire predictable, growing royalty streams from a diverse group of multi-location businesses and franchisors.

    DIV currently owns the Mr. Lube + Tires, AIR MILES®, Sutton, Mr. Mikes, Nurse Next Door, Oxford Learning Centres, Stratus Building Solutions and BarBurrito trademarks. Mr. Lube + Tires is the leading quick lube service business in Canada, with locations across Canada. AIR MILES® is Canada’s largest coalition loyalty program. Sutton is among the leading residential real estate brokerage franchisor businesses in Canada. Mr. Mikes operates casual steakhouse restaurants primarily in western Canadian communities. Nurse Next Door is a home care provider with locations across Canada and the United States as well as in Australia. Oxford Learning Centres is one of Canada’s leading franchisee supplemental education services. Stratus Building Solutions is a leading commercial cleaning service franchise company providing comprehensive building cleaning, and office cleaning services primarily in the United States. BarBurrito is the largest quick service Mexican restaurant food chain in Canada.

    DIV’s objective is to increase cash flow per share by making accretive royalty purchases and through the growth of purchased royalties. DIV intends to continue to pay a predictable and stable monthly dividend to shareholders and increase the dividend over time, in each case as cash flow per share allows.

    Forward-Looking Statements

    Certain statements contained in this news release may constitute “forward-looking information” within the meaning of applicable securities laws that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The use of any of the words “anticipate”, “continue”, “estimate”, “expect”, “intend”, “may”, “will”, ”project”, “should”, “believe”, “confident”, “plan” and “intend” and similar expressions are intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specifically, forward-looking information in this news release includes, but is not limited to, statements made in relation to: the deferral of Sutton Royalties continuing for the remainder of 2025 to help Sutton invest in the business and build on the positive momentum that began in the last quarter; the terms on which the deferred royalties are required to be paid by Sutton; the promotion of Greg Gutmanis to President and Chief Financial Officer effective July 1, 2025, and that Sean Morrisson will continue to lead DIV’s strategic direction and overall business as Chief Executive Officer; details of DIV’s upcoming Annual General Meeting; DIV’s intention to pay monthly dividends to shareholders; and DIV’s corporate objectives. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events, performance, or achievements of DIV to differ materially from those anticipated or implied by such forward-looking information. DIV believes that the expectations reflected in the forward-looking information included in this news release are reasonable but no assurance can be given that these expectations will prove to be correct. In particular, risks and uncertainties include: DIV’s royalty partners may not make their respective royalty payments to DIV, in whole or in part; the decline in royalties received under the AIR MILES® licenses could cause AM Royalties Limited Partnership (“AM LP”) to be required to make partial or full repayment of the outstanding principal amount under its credit agreement, or cause AM LP to be in default under its credit agreement; current positive trends being experienced by certain of DIV’s royalty partners (and their respective franchisees) may not continue and may regress, and negative trends experienced by certain of DIV’s Royalty Partners (including their respective franchisees) may continue and may regress; Sutton may not pay all deferred royalties in accordance with the timing required or at all; Sutton’s investment of the deferred royalties may not achieve their intended effects; Sutton may require further deferrals of royalties beyond those contemplated by the current deferral agreement; DIV and its royalty partners performance in the remainder of 2025 may not meet management’s expectations; DIV may not be able to make monthly dividend payments to the holders of its common shares; dividends are not guaranteed and may be reduced, suspended or terminated at any time; or DIV may not achieve any of its corporate objectives. Given these uncertainties, readers are cautioned that forward-looking information included in this news release is not a guarantee of future performance, and such forward-looking information should not be unduly relied upon. More information about the risks and uncertainties affecting DIV’s business and the businesses of its royalty partners can be found in the “Risk Factors” section of its Annual Information Form dated March 24, 2025 and in DIV’s management’s discussion and analysis for the three months ended March 31, 2025, copies of which are available under DIV’s profile on SEDAR+ at www.sedarplus.com.

    In formulating the forward-looking information contained herein, management has assumed that DIV will generate sufficient cash flows from its royalties to service its debt and pay dividends to shareholders; lenders will provide any necessary waivers required in order to allow DIV to continue to pay dividends; lenders will provide any other necessary covenant waivers to DIV and its royalty partners; the performance of DIV’s royalty partners will be consistent with DIV’s and its royalty partners’ respective expectations; recent positive trends for certain of DIV’s royalty partners (including their respective franchisees) will continue and not regress; current negative trends experienced by certain of DIV’s royalty partners (including their respective franchisees) will not materially regress; Sutton will pay all deferred royalties in accordance with the required timing in full and will not require further deferrals; Sutton’s investment of the deferred royalties will achieve its intended effects; the businesses of DIV’s respective royalty partners will not suffer any material adverse effect; and the business and economic conditions affecting DIV and its royalty partners will continue substantially in the ordinary course, including without limitation with respect to general industry conditions, general levels of economic activity and regulations. These assumptions, although considered reasonable by management at the time of preparation, may prove to be incorrect.

    All of the forward-looking information in this news release is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that it will have the expected consequences to, or effects on, DIV. The forward-looking information in this news release is made as of the date of this news release and DIV assumes no obligation to publicly update or revise such information to reflect new events or circumstances, except as may be required by applicable law.

    Non-IFRS Measures

    Management believes that disclosing certain non-IFRS financial measures, non-IFRS ratios and supplementary financial measures provides readers with important information regarding the Corporation’s financial performance and its ability to pay dividends and the performance of its royalty partners. By considering these measures in combination with the most closely comparable IFRS measure, management believes that investors are provided with additional and more useful information about the Corporation and its royalty partners than investors would have if they simply considered IFRS measures alone. The non-IFRS financial measures, non-IFRS ratios and supplementary financial measures do not have standardized meanings prescribed by IFRS and therefore are unlikely to be comparable to similar measures presented by other issuers. Investors are cautioned that non-IFRS measures should not be construed as a substitute or an alternative to net income or cash flows from operating activities as determined in accordance with IFRS.

    “Adjusted revenue”, “adjusted royalty income”, “DIV Royalty Entitlement” and “distributable cash” are used as non-IFRS financial measures in this news release.

    Adjusted revenue is calculated as royalty income plus DIV Royalty Entitlement and management fees. The following table reconciles adjusted revenue and adjusted royalty income to royalty income, the most directly comparable IFRS measure disclosed in the financial statements:

        Three months ended March 31,  
    (000’s)     2025     2024  
    Mr. Lube + Tires   $ 7,120   $ 6,585  
    Stratus     2,380     2,130  
    BarBurrito     2,108     2,080  
    Oxford     1,238     1,172  
    Mr. Mikes     1,015     1,006  
    Sutton     871     1,068  
    AIR MILES®     756     892  
    Royalty income   $ 15,488   $ 14,933  
    DIV Royalty Entitlement     1,329     1,303  
    Adjusted royalty income   $ 16,817   $ 16,236  
    Management fees     151     147  
    Adjusted revenue   $ 16,968   $ 16,383  
               

    For further details with respect to adjusted revenue and adjusted royalty income, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com.

    The most closely comparable IFRS measure to DIV Royalty Entitlement is “distributions received from NND LP”. DIV Royalty Entitlement is calculated as distributions received from NND LP, before any deduction for expenses incurred by NND Holdings Limited Partnership (“NND LP”), which expenses include legal, audit, tax and advisory services. Note that distributions received from NND LP is derived from the royalty paid by Nurse Next Door to NND LP. The following table reconciles DIV Royalty Entitlement to distributions received from NND LP in the financial statements:

        Three months ended March 31,  
    (000’s)     2025     2024  
    Distributions received from NND LP   $ 1,325   $ 1,300  
    Add: NND Royalties LP expenses     4     3  
    DIV Royalty Entitlement     1,329     1,303  
           
    Less: NND Royalties LP expenses     (4 )   (3 )
    DIV Royalty Entitlement, net of NND Royalties LP expenses   $ 1,325   $ 1,300  
           

    For further details with respect to DIV Royalty Entitlement, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com.

    The following table reconciles distributable cash to cash flows generated from operating activities, the most directly comparable IFRS measure disclosed in the financial statements:

        Three months ended March 31,  
    (000’s)     2025     2024  
           
    Cash flows generated from operating activities   $ 10,160   $ 10,850  
           
    Current tax expense     (1,719 )   (1,291 )
    Accrued interest on convertible debentures     (788 )   (788 )
    Accrued interest on bank loans     (374 )   –  
    Distributions on MRM units earned in current periods     (48 )   (41 )
    Mandatory principal payments on credit facilities     –     (628 )
    Payment of lease obligations     (28 )   (27 )
    NND LP expenses     (4 )   (3 )
    Accrued DIV Royalty Entitlement, net of distributions     4     3  
    Foreign exchange and other     49     42  
    Changes in working capital     850     263  
    Taxes paid     3,036     1,498  
    Note receivable     –     (305 )
    Distributable cash   $ 11,138   $ 9,573  


    For further details with respect to distributable cash, refer to the subsection “Non-IFRS Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at     www.sedarplus.com.

    “Distributable cash per share” and “payout ratio” are non-IFRS ratios that do not have a standardized meaning prescribed by IFRS, and therefore may not be comparable to similar ratios presented by other issuers. Distributable cash per share is defined as distributable cash, a non-IFRS measure, divided by the weighted average number of common shares outstanding during the period. The payout ratio is calculated by dividing the dividends per share during the period by the distributable cash per share, a non-IFRS measure, generated in that period. For further details, refer to the subsection entitled “Non-IFRS Ratios” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com.

    “Weighted average organic royalty growth” is the average same store sales growth percentage related to Mr. Lube + Tires, Oxford and Mr. Mikes plus the average increase in adjusted royalty income from AIR MILES®, Sutton (less 20% deferral in Q1, 2025), Nurse Next Door, BarBurrito and Stratus over the prior comparable period taking into account the percentage weighting of each royalty partner’s adjusted royalty income in proportion of the total adjusted royalty income for the period. Weighted average organic royalty growth is a supplementary financial measure and does not have a standardized meaning prescribed by IFRS. However, the Corporation believes that weighted average organic royalty growth is a useful measure as it provides investors with an indication of the change in year-over-year growth of each royalty partner, taking into account the percentage weighting of royalty partner’s growth in proportion of total growth, as applicable. The Corporation’s method of calculating weighted average organic royalty growth may differ from those of other issuers or companies and, accordingly, weighted average organic royalty growth may not be comparable to similar measures used by other issuers or companies.

    “Same store sales growth” or “SSSG” and “system sales” are supplementary financial measures and do not have standardized meanings prescribed by IFRS and therefore may not be comparable to similar measures presented by other issuers. SSSG and system sales figures are reported to DIV by its Royalty Partners – see “Third Party Information”. For further details, refer to the subsection entitled “Supplementary Financial Measures” under “Description of Non-IFRS Financial Measures, Non-IFRS Ratios and Supplementary Financial Measures” in the Corporation’s management’s discussion and analysis for the three months ended March 31, 2025, a copy of which is available on SEDAR+ at www.sedarplus.com.

    Third Party Information

    This news release includes information obtained from third party company filings and reports and other publicly available sources as well as financial statements and other reports provided to DIV by its royalty partners. Although DIV believes these sources to be generally reliable, such information cannot be verified with complete certainty. Accordingly, the accuracy and completeness of this information is not guaranteed. DIV has not independently verified any of the information from third party sources referred to in this news release nor ascertained the underlying assumptions relied upon by such sources.

    THE TORONTO STOCK EXCHANGE HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR THE ACCURACY OF THIS RELEASE.

    Additional Information

    The information in this news release should be read in conjunction with DIV’s consolidated financial statements and management’s discussion and analysis (“MD&A”) for the three months ended March 31, 2025, which are available on SEDAR+ at www.sedarplus.com.

    Additional information relating to the Corporation and other public filings, is available on SEDAR+ at www.sedarplus.com.

    Contact:
    Sean Morrison, President and Chief Executive Officer
    Diversified Royalty Corp.
    (236) 521-8470

    Greg Gutmanis, Chief Financial Officer and VP Acquisitions
    Diversified Royalty Corp.
    (236) 521-8471

    The MIL Network –

  • MIL-OSI: Quorum Announces Q1 2025 Results Release Date, Conference Call and Webcast Details

    Source: GlobeNewswire (MIL-OSI)

    CALGARY, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — Quorum Information Technologies Inc. (TSX-V: QIS) (“Quorum”), a North American SaaS Software and Services company providing essential enterprise solutions that automotive dealerships and Original Equipment Manufacturers (“OEMs”) rely on for their operations, intends to release its Q1 2025 Results after markets close on Wednesday, May 28, 2025.

    Maury Marks, President and Chief Executive Officer and Marilyn Bown, Chief Financial Officer will present the Q1 2025 Results at a conference call with concurrent audio webcast, scheduled for:

    An updated Investor Presentation, replay of the results conference call, and transcripts of the conference call, will also be available at www.QuorumInformationSystems.com.    

    About Quorum Information Technologies Inc.

    Quorum is a North American SaaS Software and Services company providing essential enterprise solutions that automotive dealerships and Original Equipment Manufacturers (“OEMs”) rely on for their operations, including:

    • Quorum’s Dealership Management System (DMS), which automates, integrates, and streamlines key processes across departments in a dealership, and emphasizes revenue generation and customer satisfaction.
    • DealerMine CRM, a sales and service Customer Relationship Management (“CRM”) system and set of Business Development Centre services that drives revenue into the critical sales and service departments in a dealership.
    • Autovance, a modern retailing platform that helps dealerships attract more business through Digital Retailing, improve in-store profits and closing rates through its desking tool and maximize their efficiency and CSI through Autovance’s F&I menu solution.
    • Accessible Accessories, a digital retailing platform that allows franchised dealerships to efficiently increase their vehicle accessories revenue. 
    • VINN Automotive, a premier automotive marketplace that streamlines the vehicle research and purchase process for vehicle shoppers while helping retailers sell more efficiently.

    Contacts:

    Maury Marks
    President and Chief Executive Officer
    403-777-0036
    Maury.Marks@QuorumInfoTech.com

    Marilyn Bown
    Chief Financial Officer
    403-777-0036
    Marilyn.Bown@QuorumInfoTech.com

    Forward-Looking Information

    This press release may contain certain forward-looking statements and forward-looking information (“forward-looking information”) within the meaning of applicable Canadian securities laws. Forward-looking information is often, but not always, identified by the use of words such as “anticipate”, “believe”, “plan”, “intend”, “objective”, “continuous”, “ongoing”, “estimate”, “expect”, “may”, “will”, “project”, “should” or similar words suggesting future outcomes. Quorum believes the expectations reflected in such forward-looking information are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking information should not be unduly relied upon.

    Forward-looking information is not a guarantee of future performance and involves a number of risks and uncertainties some of which are described herein. Such forward-looking information necessarily involves known and unknown risks and uncertainties, which may cause Quorum’s actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking information.

    Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed this release and neither accepts responsibility for the adequacy or accuracy of this release.

    PDF available: http://ml.globenewswire.com/Resource/Download/b7f813fa-c74c-4591-b7a0-4c0d3d83a020

    The MIL Network –

  • MIL-OSI: MATTR Announces First Quarter 2025 Results

    Source: GlobeNewswire (MIL-OSI)

    TORONTO, May 14, 2025 (GLOBE NEWSWIRE) — Mattr Corp. (“Mattr” or the “Company”) (TSX: MATR) reported today its operational and financial results for the three months ended March 31, 2025. This press release should be read in conjunction with the Company’s Management Discussion and Analysis (“MD&A”) and interim consolidated financial statements for the three months ended March 31, 2025, which are available on the Company’s website and at www.sedarplus.com.

    Highlights include1:

    • On January 2, 2025, the Company completed its acquisition of AmerCable® Incorporated (“AmerCable”), a U.S. manufacturer of highly engineered wire and cable solutions for the net purchase price of US$283 million, equivalent to approximately CAD $407 million based on the USD-CAD exchange rate as of December 31, 2024 which includes the contractual purchase price, initial working capital adjustments, and US$19.3 million of cash in the business. This transaction is still subject to final net working capital adjustments. AmerCable is now reported under the Company’s Connection Technologies segment;
    • On a consolidated basis (including Continuing Operations and Discontinued Operations), Mattr reported revenue of $343 million, net income of $53 million, Adjusted EBITDA2 of $54 million, diluted Earnings Per Share (“EPS”) of 0.84 and diluted Adjusted EPS2 of $0.34. Results are inclusive of Modernization, Expansion and Optimization (“MEO”)2 costs of $2.7 million incurred during the quarter;
    • During the first quarter of 2025, Mattr’s Continuing Operations (including AmerCable) delivered revenue of $320 million, operating income of $18 million and Adjusted EBITDA of $47 million, an 80% increase compared to the first quarter of 2024;
    • The Connection Technologies segment’s first quarter revenue increased by 106% to $187 million compared to $91 million in the prior year’s quarter. Operating income increased by 24% to $18 million compared to $15 million in the prior year’s quarter and Adjusted EBITDA from the segment was $30 million, a 73% increase compared to the first quarter of 2024;
    • The Composite Technologies segment’s first quarter revenue increased by 11% to $133 million compared to $119 million in the prior year’s quarter. Operating income increased by 219% to $13 million compared to $4 million in the prior year’s quarter and Adjusted EBITDA from the segment was $21 million, a 40% increase compared to the first quarter of 2024;
    • During the first quarter of 2025, Discontinued Operations generated revenue of $23 million, operating income of $7 million and Adjusted EBITDA of $7 million; and
    • During the first quarter of 2025, the Company committed $11.6 million to new capital expenditures while outlaying approximately $24.1 million in cash, including previously accrued amounts, to support long-term growth in its Composite Technologies and Connection Technologies segments. The Company also repurchased approximately 1.0 million of its common shares for a total repurchase price of $11 million under its normal course issuer bid (“NCIB”). Subsequent to the quarter and as of April 30, 2025, the Company has repurchased 313,800 shares for an aggregate repurchase price of approximately $3.0 million.

    ______________________________
    1. The Company’s consolidated financial statements for the three months ended March 31, 2025, report Continuing Operations as the Company’s Composite Technologies and Connection Technologies reporting segments and Financial and Corporate. Discontinued Operations include Company’s Thermotite business, its final remaining pipe coating business. Total consolidated figures include figures from both Continuing Operations and Discontinued Operations
    2. Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted EPS are non-GAAP measures. MEO costs is a supplementary financial measure. Non-GAAP measures and supplementary financial measures do not have standardized meanings prescribed by GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.

    “The first quarter of 2025 saw Mattr leverage its unique product portfolio to deliver strong business performance despite geopolitically driven uncertainty across many end markets,” said Mike Reeves, Mattr’s President & CEO. “With customer adoption of recently released technologies accelerating, robust performance from AmerCable in its first quarter as a Mattr brand, and newly established manufacturing facilities operating at improved levels of efficiency, Q1 saw meaningful year-over-year expansion of both revenue and Adjusted EBITDA generation within both operating segments.”

    “Mattr benefitted modestly during the first quarter from acceleration of purchasing decisions by some customers ahead of early April US tariff announcements.  While Mattr’s own USMCA compliant products were not directly impacted by these announcements, the uncertain outlook for global trade and macro-economic conditions has undoubtedly impacted customer confidence across much of the critical infrastructure landscape. Consequently, the Company currently expects demand for its products during the second quarter of 2025, and likely beyond, will be unfavorably impacted.  While the full year business impact remains unclear, we currently anticipate the second quarter of 2025 will see Mattr’s revenue and Adjusted EBITDA move lower sequentially.”

    Mr. Reeves continued, “While the Company cannot control the business environment within which it operates, in recent history the talented teams across our organization have proven nimble, resilient and cost-conscious in the face of challenging conditions.  As demonstrated by our first quarter performance, Mattr’s technology driven products, differentiated positioning in key markets, strong customer value proposition and rebalanced, modernized manufacturing footprint create the opportunity for market outperformance, regardless of prevailing conditions.”

    Mr. Reeves concluded, “Our hard-earned balance sheet strength enables Mattr to navigate market uncertainties with confidence, remaining committed to technology development, to enhancing cost and operational efficiency across the organization, to extracting commercial synergies from our newly expanded wire and cable portfolio and to creating long-term value for our shareholders, including via additional accretive acquisitions and the continued repurchase of shares under our NCIB.”

    Selected Financial Highlights    
           
        Three Months Ended
        March 31,
        2025   2024    
      (in thousands of Canadian dollars, except per share amounts and percentages) $ % $   %
      Revenue 320,120   210,039    
      Gross Profit 83,618 26% 59,768   28%
      Operating Income from Continuing Operations (a) 18,441 6% 4,029   2%
      Net Income (Loss) from Continuing Operations 48,069   (2,145 )  
      Net Income (Loss) from Discontinued Operations 4,657   (3,494 )  
      Net Income (Loss) for the period 52,726   (5,639 )  
      Earnings per share:          
      Basic 0.84   (0.09 )  
      Diluted 0.84   (0.09 )  
      Adjusted EBITDA from Continuing Operations (b) 46,554 15% 25,827   12%
      Adjusted EBITDA from Discontinued Operations (b) 7,477 32% 4,242   29%
      Total Consolidated Adjusted EBITDA from Operations (b) 54,031 16% 30,069   13%
      Total Consolidated Adjusted EPS from Operations (b)          
      Basic 0.34   0.16    
      Diluted 0.34   0.16    
    (a) Operating income for the three months ended March 31, 2025, includes no restructuring costs and other net, while operating loss for the three months ended March 31, 2024, includes $3.2 million restructuring costs and other net.
    (b) Adjusted EBITDA, adjusted EBITDA margins and Adjusted EPS are non-GAAP measures. Non-GAAP measures do not have standardized meanings under GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.
       

    1.0 FIRST QUARTER HIGHLIGHTS

    On January 2, 2025, the Company, through its subsidiary, successfully completed the acquisition of AmerCable, a U.S.-based manufacturer of highly engineered wire and cable solutions, from Nexans USA Inc. AmerCable has been incorporated into Mattr’s Connection Technologies segment, which is now the largest segment in its portfolio. The Company paid US$283 million, equivalent to approximately CAD $407 million based on the USD-CAD exchange rate as of December 31, 2024 which includes the contractual purchase price, initial working capital adjustments, and US$19.3 million of cash in the business. The final working capital adjustment is anticipated to be completed during the second half of the year.

    During the first quarter of 2025, the Company delivered $320.1 million in revenue from Continuing Operations, a $110.1 million or a 52.4% increase from the same quarter of 2024. The Company’s operating income from Continuing Operations in the first quarter of 2025 was $18.4 million, an increase of $14.4 million, or 357.7%, compared to the first quarter of 2024. Adjusted EBITDA from Continuing Operations was $46.6 million during the first quarter of 2025, an increase of $20.7 million, or 80.3%, compared to the first quarter of 2024. These favorable movements as compared to the prior year period were driven by the addition of AmerCable and strong performance across most business lines, despite the economic uncertainties arising from tariff announcements.

    The first quarter of 2025 results include $9.5 million in costs associated with the acquisition of AmerCable including the impact of $4.2 million of costs related to the non-cash inventory fair value adjustment, which was part of AmerCable purchase price allocation accounting. The Company’s financial results in the first quarter of 2025 also include the impact of $2.7 million in MEO costs related to the Company’s ongoing MEO strategy and is similar to the $2.7 million of MEO costs recorded in the first quarter of 2024. Additionally, the Company recorded a recovery of $2.2 million in share-based incentive compensation against operating income from Continuing Operations during the first quarter of 2025 driven by the change in the Company’s share price. Comparatively, operating income from Continuing Operations in the prior year’s first quarter included an expense of $7.6 million in share-based incentive compensation.

    As at March 31, 2025, the Company had cash and cash equivalents totaling $52.7 million, a decrease from $502.5 million as at December 31, 2024 which included restricted cash. The decrease in cash compared to the year-end 2024 was largely attributable to closing and funding the AmerCable acquisition during the quarter.

    Selected Segment Financial Highlights        
             
        Three Months Ended
        March 31,
        2025       2024    
      (in thousands of Canadian dollars) $     % $   %
      Revenue              
      Connection Technologies 187,346       90,757    
      Composite Technologies 132,774       119,282    
      Revenue from Continuing Operations 320,120       210,039    
      Revenue from Discontinued Operations 23,301       14,422    
      Operating Income (Loss)              
      Connection Technologies 18,041     10% 14,543   16%
      Composite Technologies 12,807     10% 4,017   3%
      Financial and Corporate (12,407 )     (14,531 )  
      Operating Income from Continuing Operations 18,441       4,029    
      Operating Income from Discontinued Operations 7,493       3,696    
      Adjusted EBITDA (a)              
      Connection Technologies 30,461     16% 17,617   19%
      Composite Technologies 21,038     16% 15,008   13%
      Financial and Corporate (4,945 )     (6,798 )  
      Adjusted EBITDA from Continuing Operations (a) 46,554     15% 25,827   12%
      Adjusted EBITDA from Discontinued Operations (a) 7,477     32% 4,242   29%
    a) Adjusted EBITDA is non-GAAP measures. Non-GAAP measures do not have standardized meanings under GAAP and are not necessarily comparable to similar measures provided by other companies. See “Section 5.0 – Reconciliation of Non-GAAP Measures” for further details and a reconciliation of these non-GAAP measures.
       

    The Connection Technologies segment now includes the Company’s Shawflex, AmerCable and DSG-Canusa business lines, and delivered revenue of $187.3 million in the first quarter of 2025, a new first quarter record and an increase of $96.6 million when compared to the first quarter of 2024. Its operating income in the first quarter of 2025 was $18.0 million compared to $14.5 million in the first quarter of 2024. The segment delivered Adjusted EBITDA of $30.5 million during the first quarter of 2025, a $12.8 million increase versus the prior year quarter. This was the first quarter the Company’s business included AmerCable’s financial results, which significantly contributed to the increased financial performance in the Connection Technologies segment as compared to the first quarter of 2024. The AmerCable business line contributed strong performance across its end markets in the first quarter of 2025, particularly the mining sector. The Connection Technologies segment results include a $4.2 million impact from non-cash inventory fair value adjustment as part of AmerCable purchase price allocation accounting, which is added back for Adjusted EBITDA purposes. The segment successfully completed all expected first-quarter AmerCable business onboarding activities.

    Consolidated revenue generation in the segment’s wire and cable businesses (Shawflex and AmerCable) was strongly favorable compared to the prior year, driven primarily by increases in the mining, energy and industrial sectors, partially offset by weaker sales into infrastructure applications, driven by customer project timing.

    DSG-Canusa revenue increased marginally compared to the prior year period, primarily driven by higher sales into automotive end markets in North America as the Company gained market share despite a backdrop of reduced global automotive production during the quarter.

    Year-over-year increases in segment operating income and Adjusted EBITDA were primarily driven by the addition of AmerCable, partially offset by $2.7 million of non-capitalizable MEO costs associated with the bifurcation and relocation of its North American footprint. This compares to $0.4 million of MEO cost recognized in the prior year period.

    The Composite Technologies segment contains the Company’s Flexpipe® and Xerxes® business lines and delivered revenue of $132.8 million in the first quarter of 2025, an increase of $13.5 million, or 11.3%, compared to the first quarter of 2024. Operating income for the segment in the first quarter of 2025 was $12.8 million, an $8.8 million increase from the $4.0 million reported in the first quarter of 2024.

    North American Flexpipe revenue increased compared to the same period in the prior year, despite significantly reduced North American completion activity, as the Company continued to secure new customers and further penetrate the large diameter product market. The business also benefitted from some customers accelerating purchases ahead of potential tariff announcements. International revenue was lower year-over-year, primarily due to the timing of orders and deliveries, with the prior-year period benefiting from a significant shipment to the Middle East.

    Within Xerxes, first-quarter revenue exceeded the prior-year period, primarily driven by increased sales of Fiberglass Reinforced Plastic (FRP) tanks for retail fuel applications and Hydrochain products for storm water management applications.

    Adjusted EBITDA for the Composite Technologies segment in the first quarter of 2025 was $21.0 million, an increase of $6.0 million from the $15.0 million reported in the first quarter of 2024. This increase was primarily driven by higher gross profit resulting from increased revenue. This was partially offset by a slight decline in gross margin, reflecting a change in product mix and increased freight expenses associated with pre-emptive relocation of inventory into the U.S. to mitigate potential tariff impacts. The segment did not incur any non-capitalizable MEO costs in the first quarter of 2025, as the new production facilities for Flexpipe and Xerxes were fully set up and operational, compared to $2.3 million of MEO costs incurred during the first quarter of 2024 for the setup of these production sites.

    Discontinued Operations generated revenue of $23.3 million and $7.5 million of Adjusted EBITDA during the first quarter of 2025 compared to $14.4 million in revenue and $4.2 million of Adjusted EBITDA during the first quarter of 2024.

    2.0 OUTLOOK

    The Company acknowledges that extreme uncertainty exists regarding the magnitude and duration of tariffs impacting the movement of goods between the US and other countries, and the business and economic consequences arising from such tariffs. The Company currently manufactures products in the US and/or Canada that are sold cross-border in all of its business units and imports raw materials and component parts for the production of its products. The Company also sources raw materials from other countries that are currently subject to or may in the future become subject to tariffs by the United States government. The Company continues to diversify its supply chain and has secured sources based in several different countries for a majority of its raw material needs. The Company remains vigilant and prepared to take additional mitigation actions as needed, including raising the selling prices of its products where necessary and permitted under its contractual arrangements. The related economic uncertainty may also cause customers to pause or cancel investment decisions, which could impact overall near-term demand for the Company’s products in certain end markets. The outlook below includes the Company’s current visibility of the potential impact of tariffs. Despite near and medium term geopolitical and macroeconomic challenges, the Company remains positive on the long-term outlook and macro drivers for its products.

    • The Company has largely completed its disposition of non-core assets and the modernization, expansion and optimization of its North American production network, with the remaining sale of its Brazilian pipe coating business expected to close around mid 2025 and the relocation of its Shawflex manufacturing site expected to be completed at the end of the second quarter of 2025.  MEO costs are expected to be $5 to $7 million in the second quarter and will mark the completion of the MEO expense recognition program by the Company. Consequently, over the course of 2025, Mattr is expected to return to more normalized operations, with a primary focus on delivering value from its restructured operational footprint while also ensuring full integration and optimization of AmerCable following its acquisition.
    • The Company currently anticipates revenue and Adjusted EBITDA from Continuing Operations in the second quarter of the year to fall below the first quarter of 2025, including the recognition of MEO costs during the second quarter within its Connection Technologies segment. The Company observed some accelerated customer purchasing activity during the first quarter – primarily in its Flexpipe business – as a result of tariff uncertainty, and amid this uncertainty, the Company currently anticipates some customer purchasing decisions in the second quarter and beyond may be delayed or reduced.
    • The Company currently anticipates sales from its Xerxes fuel and water products in the second quarter of 2025 will rise modestly compared to the first quarter as conditions become more favorable for underground installation activity. Production efficiency from the business’s recently established South Carolina site is expected to evolve favorably over the remainder of 2025.
    • The Company currently anticipates sales of its Flexpipe products in the second quarter of 2025 will be lower than the first quarter, as modestly higher international shipments and continued North American market share gains are likely offset by further reductions in North American completion activity, driven by tariff uncertainty and lower oil prices. Production efficiency from the business’s recently established Texas site is expected to evolve favorably over the remainder of 2025.
    • The Company currently anticipates sales of its DSG-Canusa products in the second quarter of 2025 will be similar to the first quarter, as lower activity from its automotive customers is expected to be offset by new customer capture and new product introduction. The production efficiency from the business’s recently established Ohio site is expected to evolve favorably over the remaining course of 2025.
    • The Company currently anticipates sales of Shawflex and AmerCable wire and cable products in the second quarter of 2025 will decline compared to the first quarter, driven primarily by lower deliveries into specific industrial, mining and energy applications, partially offset by higher deliveries into infrastructure applications. The timing of specific deliveries within the AmerCable business drove a particularly strong result during the first quarter, which is still expected to be the strongest quarter of 2025 for this business. Copper price volatility has also increased since the start of the year and is being closely monitored to ensure the impacts arising from any rapid movements are minimized.
    • The Company has successfully leveraged Shawflex resources to secure early confirmation of US and Canadian customer appetite to utilize AmerCable’s medium voltage products in specific industrial applications and continues to anticipate initial, modest benefits from these expected industrial sector commercial synergies will commence in the second half of 2025. Key AmerCable related factors impacting Connection Technology segment results to date, and going forward, include:
      • The Company incurred approximately $1 million of non-routine onboarding expenses related to the acquisition of AmerCable in the first quarter, and expects additional expenses of up to $4 million over the remainder of 2025. These costs are added back for the calculation of  Adjusted EBITDA.
      • The revaluation of AmerCable’s inventory to fair value as part of the purchase price allocation accounting is expected to temporarily lower gross margins in the first half of the year as the inventory is sold. These costs are added back for the calculation of  Adjusted EBITDA.
      • The recognition of intangible assets, including goodwill, customer relationships and trade names as part of the AmerCable purchase price allocation accounting and the corresponding amortization of these assets will impact reported earnings. However, these are non-cash expenses and do not impact the Company’s underlying operational performance or cash flow.
    • While the Company expects to maintain its “all of the above” approach to capital allocation, with the acquisition of AmerCable and the majority of its large organic MEO projects completed, the Company’s capital deployment in 2025 is expected to focus more heavily on debt repayment and activity under its NCIB.  The Company currently anticipates total full year capital expenditures will be $60-$70 million, with approximately $15 million of such amount allocated to maintenance capital, and the remaining amounts allocated to growth projects, including completion of the remaining MEO projects. Given the elevated geopolitical uncertainty, the Company continues to evaluate market conditions and remains prepared to adjust its capital program and spend as needed.
    • The Company has moved above its normal net-debt-to-Adjusted EBITDA ratio target of 2.0 times, including leases, as a result of its acquisition of AmerCable. Through prioritization of debt repayment, the Company currently expects to move back below its normal target ratio within 12 to 18 months of the acquisition date.

    3.0 CONFERENCE CALL AND ADDITIONAL INFORMATION

    Mattr will be hosting a Shareholder and Analyst Conference Call and Webcast on Thursday, May 15th, 2025 at 9:00 AM ET, which will discuss the Company’s First Quarter 2025 Financial Results. To participate via telephone, please register at https://register-conf.media-server.com/register/BI28b49f607d3649d1b1fc5343ae8247b0 and a telephone number and pin will be provided.

    Alternatively, please go to the following website address to participate via webcast: https://edge.media-server.com/mmc/p/gd2jsma9. The webcast recording will be available within 24 hours of the live presentation and will be accessible for 90 days.

    About Mattr

    Mattr is a growth-oriented, global materials technology company broadly serving critical infrastructure markets, including transportation, communication, water management, energy and electrification. The Company operates through a network of fixed manufacturing facilities. Its two business segments, Composite Technologies and Connection Technologies, enable responsible renewal and enhancement of critical infrastructure.

    For further information, please contact:

    Meghan MacEachern
    VP, Investor Relations & External Communications
    Tel: 437-341-1848
    Email: meghan.maceachern@mattr.com
    Website: www.mattr.com

    Source: Mattr Corp.
    Mattr.ER

    4.0 FORWARD-LOOKING INFORMATION

    This news release includes certain statements that reflect management’s expectations and objectives for the Company’s future performance, opportunities and growth, which statements constitute “forward-looking information” and “forward-looking statements” (collectively “forward-looking information”) under applicable securities laws. Such statements, other than statements of historical fact, are predictive in nature or depend on future events or conditions. Forward-looking information involves estimates, assumptions, judgements and uncertainties. These statements may be identified by the use of forward-looking terminology such as “may”, “will”, “should”, “anticipate”, “expect”, “believe”, “predict”, “estimate”, “continue”, “intend”, “plan” and variations of these words or other similar expressions.

    Specifically, this news release includes forward-looking in-formation in the Outlook Section and elsewhere in respect of, among other things: the ability of the Company to deliver higher returns to all shareholders; the Company’s ability to deliver customer and shareholder value expansion; the expected timing for the closing of the sale of Thermotite; the gross sale proceeds of the sale of Thermotite; the anticipated timing for the final working capital adjustment for the AmerCable acquisition; the expected timing of the relocation of the Shawflex manufacturing site; the expected amount of MEO costs to be incurred in the second quarter of 2025; the expected completion of the MEO expense recognition program; the return to more normalized operations in the remainder of 2025; the decline in consolidated revenue and Adjusted EBITDA in the second quarter of 2025; the anticipated customer purchasing decisions in the second quarter of 2025 and beyond; the impact of tariffs implemented by the U.S. administration, including on the demand for the Company’s products in the second quarter of 2025 and beyond; increased sales from Xerxes fuel and water products in the second quarter of 2025; sales of Flexpipe products in the second quarter of 2025; the volume of sales of Shawflex, AmerCable and DSG-Canusa products in the second quarter of 2025; the impact of new DSG-Canusa product introduction; the impact of lower activity of automotive customers; the level of efficiency in the Company’s recently established production facilities, including the Xerxes South Carolina facility, the Flexpipe Texas facility, and the DSG-Canusa Ohio facility; the Company’s approach to capital allocation and expected capital deployment, including debt repayment and activity under the Company’s normal course issuer bid (“NCIB”).

    Forward-looking information involves known and unknown risks and uncertainties that could cause actual results to differ materially from those predicted by the forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information as a number of factors could cause actual events, results and prospects to differ materially from those expressed in or implied by the forward-looking information. Significant risks facing the Company include but are not limited to the risks and uncertainties described in the Company’s Management’s Discussion and Analysis under “Risks and Uncertainties” and in the Company’s Annual Information Form (“AIF”) under “Risk Factors”.

    These statements of forward-looking information are based on assumptions, estimates and analysis made by management in light of its experience and perception of trends, current conditions and expected developments as well as other factors believed to be reasonable and relevant in the circumstances. These assumptions include those in respect of: the scale and duration of North American trade tariffs; expectations for demand for the Company’s products; sales trends for the Company’s products; North American onshore oilfield customer spending; the Company’s ability to increase efficiency in its newly established manufacturing facilities; the effectiveness of modernization, expansion and optimization efforts; the Company’s cash flow generation and growth outlook; activity levels across the Company’s business segments; the Company’s ability to manage supply chain disruptions and other business impacts caused by, among other things, current or future geopolitical events, conflicts, or disruptions, such as the conflict in Ukraine and related sanctions on Russia; the impact of the Russia and Ukraine conflict on the Company’s demand for products and the strength of its and its customers supply chains; the current Israel-Palestine conflict; the impact of changing interest rates and levels of inflation; regular, seasonal impacts on the Company’s businesses, including in the fiberglass reinforced plastic (“FRP”) tanks business and composite pipe business; expectations regarding the Company’s ability to attract new customers and develop and maintain relationships with existing customers; the continued availability of funding required to meet the Company’s anticipated operating and capital expenditure requirements over time; consistent competitive intensity in the business in which the Company operates; no significant or unexpected legal or regulatory developments, other shifts in economic conditions, or macro changes in the competitive environment affecting the Company’s business activities; key interest rates remaining relatively stable through the remainder of 2025; the accuracy of the forecast data from the Company’s North American convenience store customers; the accuracy of market indicators in determining industry health for AmerCable’s products, such as commodity prices, housing starts, and GDP; the impact of federal stimulus packages in the Connection Technologies reporting segment; heightened demand for electric and hybrid vehicles and for electronic content within those vehicles particularly in the Asia Pacific, Europe and Africa regions; heightened infrastructure spending in Canada, including in respect of commercial and municipal water projects, nuclear plant refurbishment and upgraded communication and transportation networks, communication networks and nuclear refurbishments; sustained health of oil and gas producers; the continued global need to renew and expand critical infrastructure, including energy generation and distribution, electrification, transportation network enhancement and storm management; the Company’s ability to execute projects under contract; the Company’s continuing ability to provide new and enhanced product offerings to its customers; that the Company will identify and successfully execute on opportunities for acquisitions or investments; the higher level of investment in working capital by the Company; the easing of supply chain shortages and the continued supply of and stable pricing or the ability to pass on higher prices to the Company’s customers for commodities used by the Company; the availability of personnel resources sufficient for the Company to operate its businesses; the maintenance of operations by the Company in major oil and gas producing regions; the adequacy of the Company’s existing accruals in respect of environmental compliance and in respect of litigation and tax matters and other claims generally; the impact of adoption of artificial intelligence and other machine learning on competition in the industries which the Company operates; the Company’s ability to meet its financial objectives; the ability of the Company to satisfy all covenants under its Credit Facility (as defined herein) and other debt obligations and having sufficient liquidity to fund its obligations and planned initiatives; and the availability, commercial viability and scalability of the Company’s greenhouse gas emission reduction strategies and related technology and products, and the anticipated costs and impacts on the Company’s operations and financial results of adopting these technologies or strategies. The Company believes that the expectations reflected in the forward-looking information are based on reasonable assumptions in light of currently available information. However, should one or more risks materialize, or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward-looking information included in this news release and the Company can give no assurance that such expectations will be achieved.

    When considering the forward-looking information in making decisions with respect to the Company, readers should carefully consider the foregoing factors and other uncertainties and potential events. The Company does not assume the obligation to revise or update forward-looking information after the date of this news release or to revise it to reflect the occurrence of future unanticipated events, except as may be required under applicable securities laws.

    To the extent any forward-looking information in this news release constitutes future oriented financial information or financial outlooks, within the meaning of securities laws, such information is being provided to demonstrate the potential of the Company and readers are cautioned that this information may not be appropriate for any other purpose. Future oriented financial information and financial outlooks, as with forward-looking information generally, are based on the assumptions and subject to the risks noted above.

    5.0 RECONCILIATION OF NON-GAAP MEASURES

    The Company reports on certain non-GAAP and other financial measures that are used to evaluate its performance and segments, as well as to determine compliance with debt covenants and to manage its capital structure. These non-GAAP and other financial measures do not have standardized meanings under IFRS and are not necessarily comparable to similar measures provided by other companies. The Company discloses these measures because it believes that they provide further information and assist readers in understanding the results of the Company’s operations and financial position. These measures should not be considered in isolation or used in substitution for other measures of performance prepared in accordance with GAAP. The following is a reconciliation of the non-GAAP measures reported by the Company.  

    EBITDA and Adjusted EBITDA

    EBITDA is a non-GAAP measure defined as earnings before interest, income taxes, depreciation and amortization. Adjusted EBITDA is also a non-GAAP measure defined as EBITDA adjusted for items which do not impact day to day operations. Adjusted EBITDA is calculated by adding back to EBITDA the sum of impairments, costs associated with refinancing of long-term debt and credit facilities, gain on sale of land and other, gain on sale of investment in associates, gain on sale of operating unit, acquisition costs, restructuring costs, share-based incentive compensation cost, foreign exchange (gain) loss and other, net, hyperinflationary adjustments and the impact of transactions that are outside the Company’s normal course of business or day to day operations. The Company believes that EBITDA and Adjusted EBITDA are useful supplemental measures that provide a meaningful indication of the Company’s results from principal business activities prior to the consideration of how these activities are financed or the tax impacts in various jurisdictions and for comparing its operating performance with the performance of other companies that have different financing, capital or tax structures. The Company presents Adjusted EBITDA as a measure of EBITDA that excludes the effect of transactions that fall outside the Company’s ordinary course of business or routine operations. Adjusted EBITDA is used by many analysts as one of several important analytical tools to evaluate financial performance and is a key metric in business valuations. It is also considered important by lenders to the Company and is included in the financial covenants of the Credit Facility.

        Three Months Ended  
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Net Income (Loss) from Continuing Operations $ 48,069   $ (2,145 )
                   
      Add:            
      Income tax expense   (38,858 )   3,948  
      Finance costs, net   9,230     2,226  
      Amortization of property, plant and equipment, intangible assets and ROU assets   16,883     8,568  
      EBITDA from Continuing Operations   35,324     12,597  
                   
      Share-based incentive compensation (recovery) cost   (2,192 )   7,632  
      Foreign exchange loss   3,907     2,397  
      Restructuring costs and other, net   —     3,201  
      Cost associated with acquisition (a)   5,320     —  
      Non-cash impact from inventory fair value adjustment (b)   4,195     —  
      Adjusted EBITDA from Continuing Operations $ 46,554   $ 25,827  
    a) Costs associated with the acquisition of AmerCable Incorporated.    
    b) Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.   
    Connection Technologies Segment      
           
        Three Months Ended
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Operating Income $ 18,041   $ 14,543  
                   
      Add:            
      Amortization of property, plant and equipment, intangible assets and ROU assets   7,619     1,722  
      EBITDA   25,660     16,265  
                   
      Share-based incentive compensation (recovery) cost   (368 )   1,319  
      Restructuring costs and other, net   —     33  
      Cost associated with acquisition (a)   974     —  
      Non-cash impact from inventory fair value adjustment (b)   4,195     —  
      Adjusted EBITDA $ 30,461   $ 17,617  
    a) Costs associated with the acquisition of AmerCable Incorporated.    
    b) Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition. 
    Composite Technologies Segment      
             
        Three Months Ended
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Operating Income $ 12,807   $ 4,017  
                   
      Add:            
      Amortization of property, plant and equipment, intangible assets and ROU assets   8,667     6,371  
      EBITDA   21,474     10,388  
                   
      Share-based incentive compensation (recovery) cost   (436 )   1,452  
      Restructuring costs and other, net   —     3,168  
      Adjusted EBITDA $ 21,038   $ 15,008  
    Financial and Corporate      
           
        Three Months Ended  
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Operating Loss $ (12,407 ) $ (14,531 )
                   
      Add:            
      Cost associated with repayment and modification of long-term debt   —     —  
      Amortization of property, plant and equipment, intangible assets and ROU assets   597     475  
      EBITDA   (11,810 )   (14,056 )
                   
      Share-based incentive compensation (recovery) cost   (1,388 )   4,861  
      Foreign exchange loss   3,907     2,397  
      Cost associated with acquisition (a)   4,346     —  
      Adjusted EBITDA $ (4,945 ) $ (6,798 )
    a) Costs associated with the acquisition of AmerCable Incorporated.    
    Discontinued Operations      
             
        Three Months Ended  
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Net Income (Loss) from Discontinued Operations $ 4,657   $ (3,494 )
                   
      Add:            
      Income tax (recovery) expense   2,998     1,869  
      Finance costs, net recovery   (162 )   (84 )
      Amortization of property, plant and equipment, intangible assets and ROU assets   —     428  
      EBITDA from Discontinued Operations   7,493     (1,281 )
                   
      Foreign exchange (gain) loss   (16 )   118  
      Loss on sale of operating unit and subsidiary   —     5,405  
      Adjusted EBITDA from Discontinued Operations $ 7,477   $ 4,242  
    Total Consolidated Mattr (Continuing and Discontinued Operations)    
             
        Three Months Ended  
          March 31,     March 31,  
      (in thousands of Canadian dollars)   2025     2024  
                   
      Net Income (Loss) $ 52,726   $ (5,639 )
                   
      Add:            
      Income tax expense   (35,860 )   5,817  
      Finance costs, net   9,068     2,142  
      Amortization of property, plant and equipment, intangible assets and ROU assets   16,883     8,996  
      EBITDA   42,817     11,316  
                   
      Share-based incentive compensation (recovery) cost   (2,192 )   7,632  
      Foreign exchange loss   3,891     2,515  
      Loss on sale of operating unit and subsidiary   —     5,405  
      Restructuring costs and other, net   —     3,201  
      Cost associated with acquisition (a)   5,320     —  
      Non-cash impact from inventory fair value adjustment (b)   4,195     —  
      Adjusted EBITDA $ 54,031   $ 30,069  
    a) Costs associated with the acquisition of AmerCable Incorporated.    
    b) Cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.    
           

    Adjusted EBITDA Margin

    Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue and is a non-GAAP measure. The Company believes that Adjusted EBITDA margin is a useful supplemental measure that provides meaningful assessment of the business results of the Company and its Operating Segments from principal business activities excluding the impact of transactions that are outside of the Company’s normal course of business.

    See reconciliation above for the changes in composition of Adjusted EBITDA, as a result of which the table below reflects restated figures for the prior year quarter to align with the updated composition.

    Operating margin is defined as operating (loss) income divided by revenue and is a non-GAAP measure. The Company believes that operating margin is a useful supplemental measure that provides meaningful assessment of the business performance of the Company and its Operating Segments. The Company uses this measure as a key indicator of financial performance, operating efficiency and cost control based on volume of business generated.

    Adjusted Net Income (attributable to shareholders)

    Adjusted Net Income (attributable to shareholders) is a non-GAAP measure defined as Net Income (attributable to shareholders) adjusted for items which do not impact day to day operations. Adjusted Net Income (attributable to shareholders) is calculated by adding back to Net Income (attributable to shareholders)  the after tax impact of the sum of impairments, costs associated with refinancing of long-term debt and credit facilities, gain on sale of land and other, gain on sale of investment in associates, gain on sale of operating unit, acquisition costs, restructuring costs, share-based incentive compensation cost, foreign exchange (gain) loss and other, net and hyperinflationary adjustments. The Company believes that Adjusted Net Income (attributable to shareholders) is a useful supplemental measure that provides a meaningful indication of the Company’s results from principal business activities for comparing its operating performance with the performance of other companies that have different financing, capital or tax structures.

    Adjusted Earnings Per Share (“Adjusted EPS”)

    Adjusted EPS (basic) is a non-GAAP measure defined as Adjusted Net Income (attributable to shareholders) divided by the number of common shares outstanding. Adjusted EPS (diluted) is a non-GAAP measure defined as Adjusted Net Income (attributable to shareholders) divided by the number of common shares outstanding, further adjusted for potential dilutive impacts of outstanding securities which are convertible to common shares. The Company presents Adjusted EPS as a measure of Earning Per Share that excludes the impact of transactions that are outside the Company’s normal course of business or day to day operations. Adjusted EPS indicates the amount of Adjusted Net Income the Company makes for each share of its stock and is used by many analysts as one of several important analytical tools to evaluate financial performance and is a key metric in business valuations.

    Total Consolidated Mattr Adjusted EPS (Continuing and Discontinued Operations)      
                 
        Three Months Ended
    		  
        March 31, March 31,  
      (in thousands of Canadian dollars except for per share amounts) 2025 2024  
              Earnings Per Share       Earnings Per Share  
                                 
              Basic Diluted         Basic   Diluted  
      Total Consolidated Mattr Net Income (Loss)(a)  $ 52,726   0.84 0.84   $ (5,842 ) (0.09 ) (0.09 )
                                 
      Adjustments (before tax):                          
      Share-based incentive compensation (recovery) cost   (2,192 )         7,632          
      Foreign exchange loss   3,891           2,515          
      Loss on sale of operating unit and subsidiary   —           5,405          
      Restructuring costs and other, net   —           3,201          
      Cost associated with acquisition (b)   5,320           —          
      Non-cash impact from inventory fair value adjustment (c)   4,195           —          
      Tax effect of above adjustments   (1,499 )         (2,066 )        
      Tax impact of the AmerCable acquisition   (40,819 )         —          
      Total Consolidated Mattr Adjusted Net Income (non-GAAP) (a)  $ 21,622   0.34 0.34   $ 10,845   0.16   0.16  
    (a) Attributable to Shareholders of the Company.
    (b) One-time costs associated with the acquisition of AmerCable Incorporated.
    (c) One-time cost of goods sold impact from purchase price allocation accounting adjustment on acquired inventory from AmerCable acquisition.
       

    Total Net debt-to-Adjusted EBITDA

    Total Net debt-to-Adjusted EBITDA is a non-GAAP measure defined as the sum of long-term debt, current lease liabilities and long-term lease liabilities, less cash and cash equivalents (including restricted cash), divided by the Consolidated (Continuing and Discontinued Operations) Adjusted EBITDA, as defined above, for the trailing twelve-month period. The Company believes Total Net debt-to-Adjusted EBITDA is a useful supplementary measure to assess the borrowing capacity of the Company. Total Net debt-to-Adjusted EBITDA is used by many analysts as one of several important analytical tools to evaluate how long a company would need to operate at its current level to pay of all its debt. It is also considered important by credit rating agencies to determine the probability of a company defaulting on its debt.

    See discussion above for the changes into the composition of Adjusted EBITDA. The table below reflects restated figures for the prior year quarters to align with current presentation.

          March 31,   December 31  
      (in thousands of Canadian dollars except Net debt-to-EBITDA ratio)   2025     2024  
               
      Long-term debt $ 449,633   $ 471,238  
      Lease Liabilities   165,869     163,127  
      Cash and cash equivalents (and restricted cash)   (52,716 )   (502,490 )
      Total Net Debt   562,786     131,875  
               
      Q1 2024 Adjusted EBITDA   —     30,069  
      Q2 2024 Adjusted EBITDA   42,824     42,824  
      Q3 2024 Adjusted EBITDA   36,743     36,743  
      Q4 2024 Adjusted EBITDA   21,060     21,060  
      Q1 2025 Adjusted EBITDA   54,031     —  
      Trailing twelve-month Adjusted EBITDA $ 154,658   $ 130,696  
      Total Net debt-to-Adjusted EBITDA   3.64     1.01  


    Total Interest Coverage Ratio

    Total Interest Coverage Ratio is a non-GAAP measure defined as Consolidated Adjusted EBITDA (Continuing and Discontinued Operations), as defined above, for the trailing twelve-month period, divided by finance costs, net, for the trailing twelve-month period. The Company believes Total Interest Coverage Ratio is a useful supplementary measure to assess the Company’s ability to honor its debt payments. Total Interest Coverage Ratio is used by many analysts as one of several important analytical tools to judge a company’s ability to pay interest on its outstanding debt. It is also considered important by credit rating agencies to determine a company’s riskiness relative to its current debt or for future borrowing.

          March 31,   December 31  
      (in thousands of Canadian dollars except Net debt-to-EBITDA ratio)   2025     2024  
                   
      Q1 2024 Adjusted EBITDA $ —   $ 30,069  
      Q2 2024 Adjusted EBITDA   42,824     42,824  
      Q3 2024 Adjusted EBITDA   36,743     36,743  
      Q4 2024 Adjusted EBITDA   21,060     21,060  
      Q1 2025 Adjusted EBITDA   54,031     —  
      Trailing twelve-month Adjusted EBITDA $ 154,658   $ 130,696  
                   
      Q1 2024 Finance cost, net   —     2,142  
      Q2 2024 Finance cost, net   4,341     4,341  
      Q3 2024 Finance cost, net   4,804     4,804  
      Q4 2024 Finance cost, net   5,846     5,846  
      Q1 2025 Finance cost, net   9,068     —  
      Trailing twelve-month finance cost, net $ 24,059   $ 17,133  
      Total Interest Coverage Ratio   6.43     7.63  


    Modernization, Expansion and Optimization (“MEO”) Costs

    MEO costs is a supplementary financial measure. MEO costs not eligible for capitalization are reported as selling, general and administrative expenses or as cost of goods sold and incurred in support of the Company’s certain specific, planned capital investments into high-return growth and efficiency improvement opportunities. These include the following:

    • The replacement of the Company’s Rexdale facility in Toronto, Ontario and the expansion of its Connection Technologies segment’s North American manufacturing footprint through:
      • a new heat-shrink tubing production site in Fairfield, Ohio; and
      • a new wire and cable production site in Vaughan, Ontario.
    • The addition of two new manufacturing facilities and the elimination of aging manufacturing facilities within the Composite Technologies network, namely:
      • the shut-down and exit of aging production capabilities in the Xerxes FRP tank production site footprint;
      • a new Xerxes FRP tank production site in Blythewood, South Carolina;
      • a new Flexpipe composite pipe production site in Rockwall, Texas along with the co-located Hydrochain™ stormwater infiltration chamber production line.

    The Company considers these costs incremental to its normal operating base and would not have been incurred if these projects were not ongoing.

    6.0 ADDITIONAL INFORMATION

    Additional information relating to the Company, including its AIF, is available on SEDAR+ at www. sedarplus.com and on the “Investors Centre” page of the Company’s website at: https://investors.Mattr.com/Investor-Center/default.aspx.

    Dated: May 14, 2025

    The MIL Network –

  • MIL-Evening Report: Economic pessimism is behind the drift of voters to minor parties and independents

    Source: The Conversation (Au and NZ) – By Viet Nguyen, Principal Research Fellow, Macroeconomics Research Program, Melbourne Institute of Applied Economic and Social Research, The University of Melbourne

    Growing economic pessimism appears to have pushed many voters away from Australia’s two major parties, Labor and the Coalition. Support for minor parties and independents has doubled since the Global Financial Crisis in 2008.

    In the latest federal election, minor parties and independents are on track to gain a record share of the vote, at 33.4%. Although Labor won just 34.6% and the Coalition 32% of first preferences, Labor secured a majority after preference flows, reflecting a broader shift away from the major parties.

    Commentary in both Australian media and in the United States framed the result as a reaction against US President Donald Trump’s return to politics. That echoed analysis of Canada’s surprise centre-left Liberal party win a week earlier.

    But a more straightforward explanation lies in Australian voters’ dissatisfaction with economic conditions.

    In a new study, we used three decades of data from the leading monthly consumer sentiment survey, the Consumer Attitudes, Sentiments and Expectations in Australia (CASiE) Survey, to study how shifts in economic expectations align with changes in voting behaviour.

    Support for minor parties and independents has been rising

    In the 2007 federal election, minor parties and independents won just 15% of first‑preference votes and two seats in the House of Representatives. By 2022 their primary vote had doubled to 31.7%, delivering a record 16 seats.

    In the latest federal election, their first‑preference share rose further to 33.4% (as of May 14). But because of preference flows, they secured fewer lower house seats than in 2022. The underlying shift away from the major parties therefore continues, even though it is not reflected in seat numbers.

    This realignment has unfolded alongside a sustained slide in political trust. Surveys such as the Australian Election Study show satisfaction with democracy is at its lowest level on record.

    The decline is often linked to perceptions of poor economic management, leadership instability, and unresponsive government. Voters repeatedly cite housing affordability, cost‑of‑living pressures and difficulty accessing health care as unmet concerns.

    Minor party support differs across demographic groups

    The shift away from the political mainstream is broadly distributed across demographic groups, indicating widespread economic disaffection rather than isolated grievances.

    Younger Australians, facing acute economic challenges, have increasingly supported the Greens. Older voters have turned to One Nation and Teals amid broader dissatisfaction with economic management.

    Support for minor parties and independents has climbed among both men and women, though the pattern differs. Women lean more toward the Greens; men more toward other minors and independents.

    Economic pessimism matters at the ballot box

    Rising economic pessimism, along with other social and cultural factors, has been a driving force behind the collapse in support for the political mainstream.

    Since 2010, the average share of Australians saying their finances have improved over the past 12 months fell from 27% to 20%. The share reporting deterioration increased from 34% to 37%. That means a net shift of 10 percentage points toward pessimism.

    Looking ahead, more Australians expect their household finances and the national economy to worsen over the next year than to improve.

    The charts below show support for minor parties has climbed across the board since the mid‑2010s. It is consistently highest among voters who expect their household finances and the national economy to get worse.

    Voters who feel worse off have consistently been more inclined to back minor parties or independents. The gap between pessimists and optimists has widened under both Coalition and Labor administrations.

    The divergence is most pronounced for expectations about national economic conditions. This suggests political disaffection is increasingly linked to pessimism about Australia’s economic outlook.

    Growing economic pessimism is consistent with a broader picture of weaker economic growth, lower living standards, a fall in productivity and slower wage growth over the past decade.

    For example, economic growth (gross domestic product or GDP after inflation) slowed from an average of 3.5% between 1995 and 2009 to 2.4% between 2010 and 2024. Growth in GDP per person, a more direct measure of living standards, slowed even more, from an average of 2.1% to just 0.9%.

    Since both actual and perceived economic conditions influence voting choices, collapsing support for mainstream political parties is perhaps no surprise.

    Voters are increasingly drifting towards the minor parties.
    Ymgerman/Shutterstock

    Implications for the future

    Because of the complex flow of voting preferences, a smaller vote share going to major parties does not always translate into fewer seats in parliament. However, vote shares and seat counts tend to be highly correlated over time.

    Sustained declines in primary vote shares going to the major parties will eventually translate into reduced legislative power.

    The trends in Australia’s voting patterns are consistent with voters’ growing dissatisfaction with the performance of successive governments.

    While the rise of non-mainstream parties may signal political renewal, it also carries risks. In the absence of credible responses to persistent social and economic challenges, political resentment is likely to deepen.

    Decades of policy responses have failed to address the scale or structural nature of the country’s economic problems. This has contributed to mounting pressures.

    Without meaningful reform, Australia risks following the trajectory seen in parts of Europe and the US, where the weakening of mainstream parties has created space for more radical and anti-democratic political movements.

    Ferdi Botha receives funding from ARC Centre of Excellence for Children and Families over the Life Course.

    Kyle Peyton and Viet Nguyen do not work for, consult, own shares in or receive funding from any company or organisation that would benefit from this article, and have disclosed no relevant affiliations beyond their academic appointment.

    – ref. Economic pessimism is behind the drift of voters to minor parties and independents – https://theconversation.com/economic-pessimism-is-behind-the-drift-of-voters-to-minor-parties-and-independents-256322

    MIL OSI Analysis – EveningReport.nz –

  • MIL-OSI Global: Should AD stand for Alzheimer’s disease, or for Auguste Deter, the patient whose case was first described?

    Source: The Conversation – Canada – By Donald Weaver, Professor of Chemistry and Senior Scientist of the Krembil Research Institute, University Health Network, University of Toronto

    Alzheimer’s disease is named for Alois Alheimer (left), but his patient, Auguste Deter (right), should not be overlooked. (Wikimedia Commons)

    Auguste Deter was born 175 years ago on May 16, 1850. Though the story of her life is not widely known, it should be. Through her suffering and dignity, Deter puts a much-needed human face on the tragedy of Alzheimer’s disease (AD), one of the most important medical problems currently confronting humankind. Auguste Deter reminds us that AD is a disease of people, not proteins.

    Often, scientists reduce AD to a disorder of shrunken brain cells or misfolded proteins. However, AD is so much more.

    It is a disease that impairs thought processes and personal memories — the very essence of what makes each one of us an individual capable of hopes, dreams, love and being loved. AD is a very human disease and a very human struggle for individuals, their families and society as a whole. Deter is a crucial reminder of the human aspects of this devastating disease.

    ‘I have lost myself’

    Although dementia had been recognized for centuries, Deter was the first person officially diagnosed with the type of dementia now recognized as Alzheimer’s disease.

    Auguste Deter was a patient of Alois Alzheimer. His report on her case was the first description of what is now Alzheimer’s disease.
    (Wikimedia Commons)

    Born Auguste Hochmann into a working-class family, the financial hardships imposed by her father’s early death forced Deter into full-time employment as a seamstress at age 14. She continued this work until marrying Karl Deter, a railway clerk. The couple moved to Frankfurt, Germany where they lived as a happy and harmonious family with their daughter, Thekla.

    Tragically in the spring of 1901, this loving and caring 51-year-old woman began to be incapable of routine household activities. Soon, due to her progressive memory loss and intellectual impairment, she was no longer able to function on her own. She was admitted to the Frankfurt Psychiatric Hospital under the care of Dr. Alois Alzheimer.

    Alzheimer asked her many questions to which she would sometimes quietly reply “Ich habe mich verloren.” (“I have lost myself.”) Sadly, her relentless cognitive decline continued. On July 12, 1905, Alzheimer recorded that Deter’s deterioration had progressed such that she was lying on her side in a pool of urine, knees drawn up, unable to communicate. She died on April 8, 1906 from pneumonia and infected bed sores.

    Definitive features

    Alois Alzheimer.
    (Provided by U.S. National Library of Medicine)

    During the subsequent autopsy, Alzheimer identified not only Deter’s marked brain shrinkage but also localized clumps (“plaques”) of an unknown deposited substance as well as dense bundles of tangled fibres in what were once healthy brain cells.

    These latter two observations — now recognized as amyloid plaques and tau tangles — have become the diagnostic features that define the pathology of AD. In 1907, Alzheimer published a scientific paper in which he described Deter’s brain and her “new” type of dementia.

    Unfortunately, Alzheimer was unable to dedicate a long career to a more comprehensive understanding of this disease. He contracted rheumatic fever in 1912, dying of its complications three years later at age 51. Nonetheless, the Deter case report was sufficient to establish his legacy as the discoverer of Alzheimer’s disease.

    As an inquisitive psychiatrist and pathologist, Alzheimer had been interested in medicine and science, not fame. He was not seeking to name a disease after himself. In 1910, Alzheimer’s boss, the renowned German psychiatrist Emil Kraepelin, wrote the influential Handbook of Psychiatry – a textbook in which he named this newly identified type of dementia “Alzheimer’s Disease.” In doing so, Kraepelin’s textbook ultimately transformed Alzheimer’s name into a household word.

    Meanwhile, in Prague

    But does Alzheimer’s disease truly deserve to be called Alzheimer’s disease? There are other people who can claim contributions to the discovery of Alzheimer’s disease.

    In 1907, the same year that Alzheimer published his single case description of Deter, a Czech psychiatrist named Oskar Fischer independently published a thorough structural analysis of plaques in the brains of 12 people with dementia. Between 1910-1912, he went on to analyze plaques and pathological brain changes in another 58 cases of dementia.

    Oskar Fischer.
    (Wikimedia Commons)

    Arguably, Fischer made more important contributions than Alzheimer to the comprehensive description of the disease. Yet it is called Alzheimer’s disease, not Fischer’s disease.

    There are many reasons for this. Fischer was Jewish and subject to antisemitism. He was not at a prominent German university and did not have a powerful ally like Emil Kraepelin promoting his career. And science is, after all, a very human activity.

    Unfortunately, Fischer later became trapped in occupied Prague under the oppression of authoritarian Nazi rule. Fischer was arrested in 1941 and died in the Gestapo’s notorious Small Fortress prison on Feb. 28, 1942.

    It seemed likely that Fischer’s seminal contributions to our understanding of dementia would be lost. Thankfully in 2008, Michel Goedert of Cambridge University rediscovered Fischer’s significant contributions stored in the archives of Charles University in Prague. This has restored Fischer to his rightful position as one of the discoverers of AD and retrospectively raises questions about the correct naming attribution of AD.

    However, when considering the naming of AD, we must not forget Patient No. 1: Auguste Deter. Interestingly and fortuitously, her initials are AD. So, should AD signify Auguste Deter disease rather than Alzheimer’s disease? Should the Alzheimer-Fischer controversy be resolved by simply reassigning the AD abbreviation to Auguste Deter? Should the disease be named after its “first patient,” rather than the physician(s) who discovered it?

    Medicine has a penchant for naming signs, symptoms and diseases after the physicians who first described them. We typically tend not to name them after the afflicted person. Perhaps this is done to preserve patient confidentiality; perhaps not.

    But AD is a disease like no other. It’s very personal. It affects the memories, thoughts and emotions that define us as human beings. We must never forget that AD is a disease of people and families, not just proteins and fibrils. Deter tragically yet courageously embodies the human heartbreak of this dreadful disease.

    Deter’s contribution to the 1907 single case report study by Alzheimer was immense: Deter’s life, illness and death are the story of AD. Deter should be remembered. It was and is her disease.

    Donald Weaver 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. Should AD stand for Alzheimer’s disease, or for Auguste Deter, the patient whose case was first described? – https://theconversation.com/should-ad-stand-for-alzheimers-disease-or-for-auguste-deter-the-patient-whose-case-was-first-described-255942

    MIL OSI – Global Reports –