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Category: Commerce

  • MIL-OSI USA: Chairman Capito Asks Nominees About Bridge Funding, PFAS Remediation, USACE Project Prioritization

    US Senate News:

    Source: United States Senator for West Virginia Shelley Moore Capito
    To watch Chairman Capito’s questions, click here or the image above.
    WASHINGTON, D.C. – Today, U.S. Senator Shelley Moore Capito (R-W.Va.), Chairman of the Senate Environment and Public Works (EPW) Committee, led ahearing on the nominations of Sean McMaster to be Administrator of the Federal Highway Administration (FHWA), John Busterud to be Assistant Administrator for the Office of Solid Waste of the Environmental Protection Agency (EPA), and Adam Telle to be Assistant Secretary of the Army for Civil Works.
    During the hearing, Chairman Capito questioned the nominees about initiatives to support our nation’s bridges through FHWA policy and funding, the importance of federal efforts to address PFAS contamination, and promptly addressing priority projects through the U.S. Army Corps of Engineers (USACE).
    HIGHLIGHTS:
    FHWA BRIDGE FUNDING AND POLICY:
    CHAIRMAN CAPITO:
    “[West Virginia’s] geography requires to have a lot of those bridges. So, we need a strong federal partner in the FHWA, it’s critical to our success. You know, a lot of progress has been made with the IIJA, but are there any policy and funding proposals that we should consider including in the next reauthorization, which we’re getting to work on, to further address regionally significant or bridge projects?”
    SEAN MCMASTER:
    “Senator, I appreciate the question, I know you’ve been a champion for bridges. For the Federal Highway Administration, bridge safety is a paramount importance issue. It’s critical to the safety of our traveling public. It’s critical to our supply chain. As we look to support reauthorization, there is work still yet to be done. Tremendous progress over the last few years, when I served at HNTB, I was fortunate to work in support of the Brent Spence Bridge, which after 20 years, is now finally realizing development. I look forward to supporting you, if I’m confirmed. I know it’s of paramount importance for the Federal Highway Administration, and I look forward, if confirmed, to supporting your efforts through reauthorization to identify additional ways we can accelerate the maintenance and enhancement of our nation’s bridges on the highway system.”
    ADDRESSING PFAS CONTAMINATION:
    CHAIRMAN CAPITO:
    “I was pleased to see the EPA release an agency wide plan setting bold goals to tackle this crisis. If confirmed, you will be responsible for leading OLEM’s major role in the strategy, from updating PFAS destruction guidance, to enforcing the polluter pays principle. How would you lead in this way and help us tackle this very difficult and far-ranging problem of PFAS contamination?”
    JOHN BUSTERUD:
    “PFAS is a high priority issue for EPA and the Administrator, on April 28 as you noted, announced a suite of programs basically taking a whole of EPA approach to addressing PFAS across its major program offices. As you noted, and as we discussed in our conversation in your office, OLEM will play an important role to increase the frequency of guidance we give on PFAS destruction. It has been every three years. We’re going to commit to providing those updates on an annual basis, and there was great interest in that. OLEM will also look at and examine its RCRA authorities to prevent releases of PFAS from manufacturing facilities and other facilities which use PFAS. And you mentioned the polluter pays issue, and I support that entirely, and we will continue with that approach. The issue of passive receiver is very important to a number of senators on your committee and others. That is an issue that, if confirmed, I pledge to work with our dedicated career staff and to look at ways in which we can avoid a situation in which customers of water utilities would be forced to pay for contamination they didn’t put in the water to begin with, and I look forward to working with your committee on that.”
    USACE PROJECT PRIORITIZATION:
    CHAIRMAN CAPITO:
    “We had a hearing on the Corps of Engineers and the implementation of some of their programs. This is a daunting challenge, I think, to step into the position that you’re in because the slowness and the sluggishness of some of the work that we know is critical is, I think, universally felt by all of us. This goes to the fact that the Army Corps is actively working on nearly 100 ongoing feasibility studies and general reevaluation reports. These will result in projects later on, as you know, in authorizations and appropriations. How will you ensure that projects and other activities are appropriately prioritized in work plans, and balance the competing water resources in the country?”
    ADAM TELLE:
    “Chairman Capito, you’ve identified the fundamental issue as it relates to this nomination, which is, this is a complex and exhaustive set of challenges. The demand for the Corps’ work is greater than the supply. The Congress is incredibly interested in the projects and the work of the Corps of Engineers, as you have identified. And the core principle, and when it comes to prioritization in a constrained budget environment is to follow the law, and the law says that the Corps’ primary missions are navigation, enabling Commerce on America’s waterways, flood mitigation and control, and aquatic ecosystem restoration. And so those have to be the primary beacons when it comes to prioritization, examining how the projects meet those missions as the Congress has laid them out, setting priorities on the basis of benefits versus costs, life and safety, and other factors that ultimately will play into all these decisions, and it’s a complicated one.”
    Click HERE to watch Chairman Capito’s questions.
    Click HERE to watch Chairman Capito’s opening statement.

    MIL OSI USA News –

  • MIL-OSI USA: Congresswoman Waters, Senator Merkley Launch New Effort to Boost Congress’ Oversight of Trump’s Mass Firings

    Source: United States House of Representatives – Congresswoman Maxine Waters (43rd District of California)

    Washington, D.C. – As the Trump Administration continues mass firings of federal employees, Congresswoman Maxine Waters, the top Democrat on the House Financial Services Committee, today introduced first-of-its-kind legislation to strengthen Congress’ authority to protect workers and override federal staffing cuts implemented without consultation.

    The Reduction in Force (RIF) Review Act empowers Congress to overrule any president’s workforce cuts at all federal agencies, including the Social Security Administration, Environmental Protection Agency, and Department of Health and Human Services. The bill makes RIF plans subject to the Congressional Review Act (CRA) and bolsters Congressional oversight of the executive branch’s actions.

    “Donald Trump and co-President Elon Musk are engaged in a lawless and reckless restructuring of the federal workforce. By firing thousands of federal workers, they are dismantling the infrastructure supporting Social Security, veterans’ healthcare, and our entire government. Meanwhile, Republicans in Congress are sitting by and refusing to perform their duty under the Constitution to provide a check on this President. That’s why I’m proud to partner with Senator Merkley to introduce the Reduction in Force Review Act, which will restore Congress’ role in overseeing major changes to the federal workforce. Agencies like the Consumer Financial Protection Bureau, which I’ve been fighting to protect as Ranking Member of the House Financial Services Committee, protect ordinary Americans from financial scams and predatory lenders. If Republicans want to declare open season on working families, they should at least have to vote on it,” said Waters.

    Senator Jeff Merkley (D-OR), the top Democrat on the Senate Budget Committee, led the Senate introduction of the RIF Review Act.

    “Trump and his unelected billionaire sidekick Elon Musk’s reckless decision to fire tens of thousands of federal employees threatens the critical services that families, veterans, seniors, and children rely on,” said Merkley. “This isn’t about fiscal responsibility—it’s about cruelly shifting resources away from those who need them most to the very richest among us. Gutting resources and staff from vital programs is not resulting in better services or increased efficiency, but is instead causing pain for folks in Oregon and across the country. Congress must step in and exercise its oversight of the executive branch.”

    The RIF Review Act makes an agency’s reduction in force plan subject to a vote in both houses of Congress under the CRA process and enhances existing RIF reporting requirements to include:

    • The specific reasons for the reduction in force;
    • The anticipated impact of the reduction in force on the employees and operations of the federal agency;
    • Any alternatives to the reduction in force that the federal agency considered, including the reasons that the federal agency rejected those alternatives;
    • A summary of the consultations that the federal agency has held with employees of the federal agency who will be affected by the reduction in force (or representatives of those employees); and
    • A summary of how the reduction in force will impact employees of the Federal agency who are veterans.

    In addition to Waters and Merkley, the RIF Review Act is cosponsored by U.S. Representatives Gerald E. Connolly (VA-11), LaMonica McIver (NJ-10), Julia Brownley (CA-26), Maxwell Frost (FL-10), Doris O. Matsui (CA-07), Eleanor Holmes Norton (DC-AL), Alexandria Ocasio-Cortez (NY-14), Rashida Tlaib (MI-12), and Jill N. Tokuda (HI-02) and U.S. Senators Chris Van Hollen (D-MD), Angela Alsobrooks (D-MD), Tim Kaine (D-VA), Mark Warner (D-VA), Bernie Sanders (I-VT), Ron Wyden (D-OR), Dick Durbin (D-IL), Adam Schiff (D-CA), and Tammy Baldwin (D-WI). 

    The RIF Review Act is endorsed by the AFL-CIO, SEIU, American Federation of Government Employees (AFGE), National Treasury Employees Union (NTEU), and National Federation of Federal Employees (NFFE).

    “The Trump administration’s reckless attempt to dismantle our government without congressional approval threatens vital services Americans depend on every day—from caring for veterans and safeguarding public health, to protecting our environment and maintaining national security. This illegal power grab would gut federal agencies, disrupt communities nationwide, and put critical public services at risk. AFGE is proud to support the RIF Review Act to protect not just the patriotic public servants we represent, but the integrity of American government and the essential services that our nation deserves,” said AFGE National President Everett Kelley.

    “DOGE’s illegal firings are an attack on federal workers and on the communities across the country who rely on them. Veterans will be left waiting even longer for care, and the workers who ensure our food is safe and water is clean have been fired. If these cuts are not overturned, we’ll see seniors waiting for delayed Social Security checks, and kids and teachers going without vital school programs. The RIF Review Act is critical to stopping these reckless cuts and restoring the jobs that make these programs work. We urge Congress to act now: stand with working people and support this bill or let the Trump administration and an unelected billionaire dismantle the essential services that millions of Americans count on,” said AFL-CIO President Liz Shuler.

    “This administration’s war on the services that Americans rely on is despicable,” said Doreen Greenwald, National President of the NTEU. “These illegal mass firings not only harm thousands of dedicated civil servants across the country, but also millions of taxpayers who need these services and local communities who will suffer from increased unemployment. I applaud Senator Merkley and Congresswoman Waters for their leadership in ensuring that Congress can step in and stop these efforts before it’s too late.”

    Full text of the RIF Review Act can be found by clicking here.

    MIL OSI USA News –

  • MIL-OSI USA: Rep. Pfluger Secures Big Wins in the “One, Big, Beautiful Bill”

    Source: United States House of Representatives – Congressman August Pfluger (TX-11)

    WASHINGTON, DC — Today, the House Energy and Commerce Committee advanced a strong, commonsense reconciliation bill after over twenty-six hours of debate. Upon passage, Rep. Pfluger released the following statement.

    “After over twenty-six hours of Democrat distractions, falsehoods, and baseless debate, Energy and Commerce Republicans stayed focused on delivering real, commonsense results for the American people. We have now completed our part in advancing President Trump’s agenda through the ‘One, Big, Beautiful Bill.’ This package ends wasteful spending on woke Green New Deal-style programs, secures American energy dominance to support the rapid innovation of American industry, and preserves and protects Medicaid for all vulnerable Texans and Americans who truly need it. This legislation also expands rural connectivity through smart spectrum policy while safeguarding national security interests. Through these commonsense policies, we’re building a stronger, more secure America for generations to come.”

    Among the many Republican-backed victories supported by Rep. Pfluger in this legislation, this bill includes several key priorities Rep. Pfluger has specifically championed, which will directly benefit Texans and all Americans alike:

    Energy Wins:

    ·     Expedited LNG Exports (Section 41003) — Expedites approvals by deeming applications to non-free trade countries “in the public interest” upon payment of a $1 million fee, eliminating a previously lengthy review process. This streamlining preserves existing legal and regulatory authorities while potentially reducing approval timelines from years to months. This directly aligns with Rep. Pfluger’s bill to strengthen energy leadership and expand LNG exports.

    ·     Natural Gas Permitting Reform (Section 41005) — Creates a voluntary expedited permitting pathway with guaranteed timelines, requiring agencies to complete reviews within one year of fee payment ($10M or 1% of project cost). If review deadlines are missed, applications are automatically approved, and legal challenges are limited. This provision advances Rep. Pfluger’s permitting reform priority and provides greater certainty for major energy projects.

    ·     Strategic Petroleum Reserve Funding (Section 41008) — Provides a $2 billion appropriation for the Strategic Petroleum Reserve (SPR), including $218 million for cavern repairs, $1.32 billion for oil purchases, and directs the remaining funds to reverse prior mandated sales. This targeted investment strengthens U.S. energy security and reserve readiness and directly supports Rep. Pfluger’s priority to refill the SPR.

    Environment Wins:

    ·     Air Pollution Monitoring Limitation (Section 42105) — Repeals and rescinds unobligated funds from IRA Section 60105, which had allocated $281.5 million to the EPA for expanding air quality monitoring networks. This reduces the EPA’s ability to identify new non-attainment zones, limiting additional regulatory burdens. This acts on Rep. Pfluger’s priority to protect the Permian Basin from costly regulatory designations that could impact energy producers.

    ·     Methane Emissions Program Delay (Section 42113) — Extends the timeline for the Methane Emissions Reduction Program charges by an additional 10 years. This extension reinforces Rep. Pfluger’s success with his legislation that President Trump signed into law earlier this year. It also supports his position against the immediate implementation of the harmful program’s current requirements.

    Healthcare Wins:

    ·     Affordable Care Act Exchange Reforms (Section 44201) — Amends the Affordable Care Act’s (ACA) definition of “lawfully present” to exclude Deferred Action for Childhood Arrivals (DACA) recipients. This change counters the Biden Administration’s May 2024 rule, which expanded ACA eligibility to include DACA recipients, a move with potential legal and financial implications. This aligns with Rep. Pfluger’s previous Congressional Review Act efforts to prevent ACA expansion to DACA recipients.

    WATCH: Rep. Pfluger Dismantled Several Democrat Lies On Key Provisions in the Final Package, Including:

    ·     Lies on the LNG export user fees HERE

    ·     Work requirements for Medicaid benefits HERE

    How this bill protects Medicaid for vulnerable, eligible Americans HERE. 

    MIL OSI USA News –

  • MIL-OSI United Kingdom: Competition watchdog gets green light for growth in latest move to back business

    Source: United Kingdom – Executive Government & Departments 3

    Press release

    Competition watchdog gets green light for growth in latest move to back business

    Businesses and consumers will benefit from new growth-focused Strategic Steer set for the Competition and Markets Authority (CMA), in the latest step of the government’s agenda to reform regulation to drive growth as part of the plan for change.

    • Government delivers new strategic steer to competition watchdog to prioritise growth while ensuring effective competition and consumer protection
    • The steer reset CMA’s priorities with aim to create a level-playing field for businesses through more transparent, timely and responsive regulation
    • Part of wider push to ensure regulators drive investor confidence and support economic growth across the UK as part of the plan for change

    Businesses and consumers will benefit from new growth-focused Strategic Steer set for the Competition and Markets Authority (CMA) today (Thursday 15 May), in the latest step of the government’s agenda to reform regulation to drive growth as part of the plan for change.

    The steer resets the competition watchdog’s priorities, with a renewed focus on prioritising growth and investment while ensuring free and fair competition and protecting the rights of consumers.

    In addition to this, the steer is focused on minimising uncertainty for businesses by encouraging the CMA to be proactive, transparent, timely, predictable and responsive in its engagement, underpinning the government’s upcoming industrial strategy.

    The independent CMA has already set out positive plans to address these issues to deliver meaningful reforms, by announcing their new public commitment to the pace, predictability, proportionality and process of their mergers investigations, digital and consumer work   – giving businesses more clarity and confidence in the CMA’s work. The Government wants to see the same level of ambition from other regulators.

    This is just one part of its wider commitment to reforming the regulatory landscape with work underway to improve licensing regulations for businesses, a new regulation innovation office to speed up regulatory decisions and consolidating the Payment Systems Regulator (PSR) into the Financial Conduct Authority (FCA).

    This is to ensure delivery not only for businesses but for taxpayers too by driving investment, boosting confidence and setting out the stall for the upcoming industrial strategy that will articulate a new relationship between business and government to boost growth – delivering the plan for change.

    Business Secretary Jonathan Reynolds said:

    This government believes in promoting and protecting competition – that is fundamental to our growth mission and Britain’s modern Industrial Strategy. Our economic regulators are crucial to creating the conditions for increased growth and investment. This steer sets out the government’s priorities for the CMA.

    I am grateful for the positive approach taken by the new Interim Chair and the Chief Executive as they re-focus the work of the CMA, supporting our Plan for Change to drive growth, investment and business confidence while protecting consumers.

    Chancellor of the Exchequer, Rachel Reeves, said:

    Competitive markets are more important than ever for attracting investment into the UK and driving economic growth, and our new Strategic Steer for the CMA will help us achieve these goals, making Britain the best country to do business.

    We fully support the CMA’s independence and welcome the steps it has already taken to act swiftly, predictably, independently, and proportionately to promote competition, protect consumers and strengthen our economy.

    Sarah Cardell, Chief Executive of the CMA, said: 

    The Strategic Steer reinforces the importance of a strong, independent competition and consumer protection regime, whilst situating this squarely in the context of the growth mission. 

    The steer provides helpful clarity on how the CMA should prioritise and go about our work, promoting competition and protecting consumers with a sharp focus on supporting higher levels of investment and economic growth.

    It reinforces the approach we have set out in the CMA’s 2025/26 Annual Plan and in the roll out of our 4Ps approach, focused on driving greater pace, predictability, proportionality and an improved process committed to strong stakeholder engagement. 

    The government expects the CMA to clearly communicate how it is taking account of the steer and report on how it has applied the steer in practice in its annual report.

    Updates to this page

    Published 15 May 2025

    MIL OSI United Kingdom –

  • MIL-OSI United Kingdom: Media law reforms to boost press sustainability and protect independence

    Source: United Kingdom – Government Statements

    Press release

    Media law reforms to boost press sustainability and protect independence

    People’s access to independent and accurate news will be better protected under updated government rules, which will modernise powers around media mergers while supporting investment and growth.

    • Long-term sustainability and independence of UK press protected with government plans to modernise media merger rules in public interest
    • Powers to call in media mergers extended beyond TV, radio and newspapers to include online news sites and news magazines
    • Introduction of a 15% cap for state-owned investors will minimise potential ‘chilling effect’ whilst ensuring there is minimal risk of foreign state influence or control

    People’s access to independent and accurate news will be better protected under updated government rules being set out today, which will modernise powers around media mergers while supporting investment and growth.

    The Culture Secretary will today confirm reforms to extend powers to scrutinise takeovers beyond traditional media to online news sites and magazines for the first time.

    The media mergers regime will now cover acquisitions of UK online news publications and periodical news magazines, expanding beyond just television, radio and print newspapers as it presently stands.

    This reflects modern news consumption habits, with Ofcom reporting that seven in ten UK adults say they consume online news in some capacity.

    The expanded powers will allow greater scrutiny of takeovers that might negatively impact accurate reporting, freedom of expression and media plurality – which are essential to the UK’s democracy.

    The government is also introducing targeted exceptions to allow certain state-owned investment funds – such as sovereign wealth funds or pension funds – to invest up to 15% in UK newspapers and news periodicals. This balanced approach will still limit any scope for foreign state control or influence of news organisations while giving them much-needed flexibility to seek business investment that supports their long-term sustainability. 

    Culture Secretary Lisa Nandy said:

    Britain’s free and independent press is a national asset like no other and it is right that we have strong measures in place to allow scrutiny of UK takeovers that might go against the public interest.

    These important, modernising reforms are about protecting media plurality and reflect the changing ways in which people are consuming news.

    We are fully upholding the need to safeguard our news media from foreign state control whilst recognising that  news organisations must be able to raise vital funding. We are taking a proportionate, balanced approach to a threshold for low-risk investments that will remove a potential chilling effect on press sustainability, while supporting growth under our Plan for Change.

    Secondary legislation will be laid to enact these changes and will be subject to votes in both Houses of Parliament.

    The proposed amendments to the definition of newspaper for the Foreign State Influence regime will apply with retrospective effect from today.

    ENDS

    Notes to editors:

    Exceptions to Foreign State Influence Regime 

    The Digital Markets, Competition and Consumers Act 2024 created new rules to prevent foreign states from acquiring ownership, control or influence over UK newspapers and news magazines.

    The legislation covers a number of scenarios in which a foreign power could control or influence the policy of a newspaper or a news magazine enterprise – including if it holds, whether directly or indirectly, any shares or voting rights in a corporate body that carries on a newspaper enterprise, or if it has the right to appoint or remove members of staff.

    The regime defines ‘foreign power’ broadly to include: the sovereign or head of a foreign state, any part of a foreign government including ministers, government agencies and authorities, and any governing political party or its officers. It applies where a foreign power could acquire control or influence over the policy of a newspaper through persons associated with it.

    As permitted by the Act, the Government intends to introduce a number of targeted and specific exceptions to the regime via regulations, which are intended to offset potential negative impacts on inward investment into the press sector without undermining the core principles of the regime.

    The previous government launched a consultation on exceptions to the regime which closed in July 2024. Ministers have carefully considered the responses received, including the views of newspaper groups that the previous government’s suggested thresholds were too low and would place unnecessary restrictions on their ability to raise funding. 

    Ministers consider that setting the threshold for State Owned Investors’ investment at 15% of shares or voting rights in a newspaper or news magazine is the most effective, simple and proportionate approach. State Owned Investors (SOIs) include sovereign wealth funds or public pension or social security schemes that make long-term investments on behalf of that state and which in many cases are operated at arms length. 

    The new measures carefully balance the need for newspapers and news magazines to have access to a range of investment from SOIs where control or influence by foreign states is unlikely to be a risk. It will avoid the need for the Culture Secretary to refer low levels of investment to the CMA for investigation where there is no likelihood of any material influence.

    The UK has a strong track record for encouraging investment critical to growth within the media industry, and this pro-growth decision will continue that trend while providing a robust regulatory framework that protects press freedom and free speech. 

    Extending the scope of the media mergers regime

    In November, the government launched a consultation on proposals to broaden the scope of the UK’s media merger regime. Having taken into account responses to the consultation, the government has decided to expand the scope of the media mergers regime from print newspapers and broadcasters to encompass online news platforms and periodical news magazines.

    This will mean the Culture Secretary has the ability to intervene in a merger involving an online news publication that meets certain conditions relating to turnover or share of supply, where they believe a public interest consideration may be relevant. According to Ofcom’s annual report on news consumption in the UK, 71 percent of UK adults consume online news in some capacity, level with news consumed via TV and on demand (70 percent); and nearly a quarter of UK adults (22 percent) access news via print newspapers, increasing to 34 percent when including their online platforms.

    News publications circulated on a weekly or monthly basis will also be brought in scope of the regime to ensure the legislation is fit for purpose given daily, local, and Sunday publications are already included. 

    The measures will ensure that the public interest can be safeguarded across these popular sources of news content for people across the UK. They will enable the Culture Secretary to intervene where necessary to protect the availability of a wide range of accurate and high-quality news, particularly for younger audiences as technology and news habits evolve. 

    The announcement follows recommendations from the independent regulator Ofcom as part of its statutory review of media ownership rules.

    The inclusion of online news sites will apply both to the public interest media mergers regime and to the new Foreign State Influence regime.

    Updates to this page

    Published 15 May 2025

    MIL OSI United Kingdom –

  • 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 USA: SBA Relief Available to Arkansas Small Businesses, Private Nonprofits and Residents Affected by Severe Storms and Tornadoes

    Source: United States Small Business Administration

    SACRAMENTO, Calif. – In response to a Presidential disaster declaration issued May 8, the U.S. Small Business Administration (SBA) announced the availability of low interest federal disaster loans to Arkansas small businesses, private nonprofit (PNP) organizations and residents affected by severe storms and tornadoes occurring March 14-15.

    The disaster declaration covers the Arkansas counties of Greene, Hot Spring, Independence, Izard, Jackson, Lawrence, Randolph, Sharp, and Stone.

    Businesses and nonprofits are eligible to apply for business physical disaster loans and may borrow up to $2 million to repair or replace disaster-damaged or destroyed real estate, machinery and equipment, inventory, and other business assets.

    Homeowners and renters are eligible to apply for home and personal property loans and may borrow up to $100,000 to replace or repair personal property, such as clothing, furniture, cars, and appliances. Homeowners may apply for up to $500,000 to replace or repair their primary residence.

    Applicants may be eligible for a loan increase of up to 20% of their physical damages, as verified by the SBA, for mitigation purposes. Eligible mitigation improvements include insulating pipes, walls and attics, weather stripping doors and windows, and installing storm windows to help protect property and occupants from future disasters.

    SBA’s Economic Injury Disaster Loan (EIDL) program is available to eligible small businesses, small agricultural cooperatives, nurseries and PNPs impacted by financial losses directly related to this disaster. The SBA is unable to provide disaster loans to agricultural producers, farmers, or ranchers, except for aquaculture enterprises.

    EIDLs are for working capital needs caused by the disaster and are available even if the business or PNP did not suffer any physical damage. They may be used to pay fixed debts, payroll, accounts payable, and other bills not paid due to the disaster.

    “One distinct advantage of SBA’s disaster loan program is the opportunity to fund upgrades reducing the risk of future storm damage,” said Chris Stallings, associate administrator of the Office of Disaster Recovery and Resilience at the SBA. “I encourage businesses and homeowners to work with contractors and mitigation professionals to improve their storm readiness while taking advantage of SBA’s mitigation loans.”

    Interest rates can be as low as 4% for small businesses, 3.62% for PNPs and 2.75% for homeowners and renters with terms up to 30 years. Interest does not begin to accrue, and payments are not due until 12 months from the date of the first loan disbursement. The SBA sets loan amounts and terms based on each applicant’s financial condition.

    As soon as Federal-State Disaster Recovery Centers open throughout the affected area, SBA will provide one-on-one assistance to disaster loan applicants. Additional information and details on the location of disaster recovery centers is available by calling the SBA Customer Service Center at (800) 659-2955.

    To apply online, visit sba.gov/disaster. Applicants may also call SBA’s Customer Service Center at (800) 659-2955 or email disastercustomerservice@sba.gov for more information on SBA disaster assistance. For people who are deaf, hard of hearing, or have a speech disability, please dial 7-1-1 to access telecommunications relay services.

    ###

    About the U.S. Small Business Administration

    The U.S. Small Business Administration helps power the American dream of business ownership. As the only go-to resource and voice for small businesses backed by the strength of the federal government, the SBA empowers entrepreneurs and small business owners with the resources and support they need to start, grow, expand their businesses, or recover from a declared disaster. It delivers services through an extensive network of SBA field offices and partnerships with public and private organizations. To learn more, visit www.sba.gov.

    MIL OSI USA News –

  • MIL-OSI USA: Ernst Details How to Fuel the Great American Industrial Comeback

    US Senate News:

    Source: United States Senator Joni Ernst (R-IA)
    WASHINGTON – Today, at a U.S. Senate Committee on Small Business and Entrepreneurship hearing, Chair Joni Ernst (R-Iowa) discussed how Congress can continue to fuel the manufacturing boom across America by reigniting investment in small manufacturers.
    Ernst highlighted that small manufacturers are the key to the great American industrial comeback because they make up 98% of all manufacturing firms in the United States.
    Watch Chair Ernst’s remarks here.
    Ernst’s full remarks:
    “I am excited to hold this hearing to discuss opportunities to reignite investment in small American manufacturers and ensure our industrial future is built right here, at home.
    “America is and has always been a nation of builders — men and women who roll up their sleeves, put in a hard day’s work, and take pride not just in what they make, but what it means for their families, their communities, and their country. That entrepreneurial spirit is in our DNA.
    “For far too long, Washington looked the other way as factories and farms shut down and the jobs that once sustained many U.S. families were shipped overseas.
    “Despite the importance of domestic industrial production to our national security, production of critical goods was off shored to foreign countries.
    “In doing so, we’ve made ourselves dependent on an international supply chains offering fast, mass-produced goods — mostly coming from China.
    “This came at a cost. Not just economic, but strategic.
    “In January of this year, the U.S. recorded a $29.7 billion trade deficit with China —we’ve been massively reliant on our chief adversary for the goods and services we consume.
    “Today, the manufacturing sector comprises only 10.1 percent of America’s gross domestic product, a figure trailing most other industrialized nations.
    “We’ve left ourselves economically beholden to the rest of the world and hollowed out our industrial core that once employed millions of Americans.
    “We cannot accept that status quo.
    “I believe in a great American comeback, one driven by the world’s most talented workforce and a new era of domestic manufacturing ensuring this nation’s economic security.
    “We can make ‘Made in America’ the norm instead of the exception.
    “Thanks to President Trump’s leadership, we are already seeing the early signs of a manufacturing revival and industrial boom in Iowa and all across the country.
    “No group is more eager to lead this charge than small manufacturers, who make up 98 percent of all manufacturing firms in the United States.
    They are ready to build, ready to grow, and they want to do it here – in the United States.
    “But Washington needs to do its part.
    “It’s time Congress acts to ensure that the federal government does not stand in the way of small manufacturers.
    “We must empower them by providing them the tools they need to generate new jobs – to rebuild and fortify American supply chain stability, and to reduce our reliance on other countries, including adversaries.
    “However, breaking ground on new manufacturing facilities or upgrading existing ones is a major investment.
    “In many cases, these projects require long-term financing options, which can be particularly difficult for small businesses to access.
    “That is why I was proud to introduce the Made in America Manufacturing Finance Act, along with another member of this Committee, Senator Coons.
    “This bipartisan legislation would double the SBA-backed loan limit from $5 million to $10 million for small manufacturers.
    “By allowing manufacturers to access greater capital my legislation encourages small manufacturers to invest in their operations and support the training and expansion of our manufacturing workforce.
    “This is about leveling the playing field for American manufacturers on the world stage. It is a straightforward, commonsense, and bipartisan solution to unlock the potential small manufacturers have to secure our national and economic security.
    “I am also interested in how we can leverage another SBA program—the Small Business Investment Company (SBIC) to support small manufacturers.
    “This program supports the flow of private capital to small businesses across the country.
    “I am grateful that we’re joined today by Mr. Mickelson, from Iowa, and Mr. Geis, from Missouri, who invest in small businesses across the heartland through the SBIC program.
    “I look forward to hearing from all our witnesses about how we can best align SBA programs and private investment to spark America’s next industrial boom.
    “The independence, prosperity, and security of our next generation depends on it.
    “Thanks to our witnesses for being here today and I look forward to your testimony.”

    MIL OSI USA 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 USA: At Spotlight Forum, Warren Slams Trump, McMahon’s Attacks on Public Education, Invites Americans to Share Stories for Meeting with McMahon

    US Senate News:

    Source: United States Senator for Massachusetts – Elizabeth Warren

    May 14, 2025

    Warren: “At a time when college costs are already too high—when the American Dream is out of reach for too many—President Trump and Congressional Republicans are making it harder for working-class families to get ahead.”

    Forum Livestream

    Washington, D.C. – U.S. Senator Elizabeth Warren (D-Mass.), Ranking Member of the Senate Committee on Banking, Housing, and Urban Affairs (BHUA), delivered opening remarks at a spotlight forum entitled “Stealing the American Dream: How Trump and Republicans Are Raising Education Costs for Families.” 

    Senator Warren, in her opening statement, slammed President Trump and Education Secretary Linda McMahon’s reckless actions to dismantle the Department of Education, which will make it harder and more expensive for working- and middle-class kids to receive an education. She also highlighted how Trump’s “big, beautiful bill” will slash $351 billion in education funding, harming students and borrowers to pay for tax cuts for millionaires, billionaires, and wealthy corporations.

    Senator Warren invited Education Secretary Linda McMahon to testify at today’s hearing to defend the Trump administration’s actions to dismantle public education, including her decision to take Social Security benefits away from seniors with defaulted student loan debt. Secretary McMahon declined Senator Warren’s invitation and asked to meet with Senator Warren instead. Senator Warren closed by asking Americans to share their stories and questions for her to bring to her meeting with Secretary McMahon.

    Opening Statement
    Senate Banking, Housing, and Urban Affairs Committee Spotlight Forum: Stealing the American Dream: How Trump and Republicans Are Raising Education Costs for Families.
    May 14, 2025
    As Prepared for Delivery

    Senator Elizabeth Warren: Last month, in the face of an unprecedented attack on public education led by co-Presidents Donald Trump and Elon Musk, I launched the Save Our Schools campaign.

    Trump, Musk, and Education Secretary Linda McMahon are determined to make it harder and more expensive for working- and middle-class kids to get an education. Republicans in Congress are piling on as well. 

    So let me be clear: I will fight for public education and for all the kids, parents, teachers, grandparents and more who want better lives for themselves and the people they love. 

    That’s why I’m holding today’s forum called “Stealing the American Dream: How Trump and Republicans Are Raising Education Costs for Families.”

    At a time when college costs are already too high—when the American Dream is out of reach for too many—President Trump and Congressional Republicans are making it harder for working-class families to get ahead.

    First, they want to eliminate the Department of Education. That’s the agency that gives millions of students a chance to go to college when their families can’t just write a check for the sticker price. It’s also the agency charged with protecting students and borrowers from bad actors like shady student loan servicers and predatory for-profit colleges.

    To be clear, the money we invest in post-high school education isn’t charity. This is an investment in our people so they can get good jobs, start businesses, and help grow our economy.

    But Donald Trump has already fired half of the federal workers who help make these investments. He’s also signed an executive order to try to get rid of the Education Department altogether. And to top it off, he’s trying to dismantle the Consumer Financial Protection Bureau, taking another cop off the beat for student loan borrowers.

    And if you thought we could count on Republicans in Congress to stop this madness, think again. Nope. They are making things worse—much worse. 

    Last month, House Republicans advanced a bill to make higher education even more expensive for American families. Why? So they can pay for tax cuts for millionaires and billionaires. 

    Their bill would increase monthly student loan payments. 

    It would trap borrowers with student loan debt for even longer. 

    It would make it harder to get Pell Grants.

    It would end rules that protect students from bad schools and greedy for-profit colleges that rip them off.

    Who benefits from putting all these costs on people whose only sin is to try to get an education? Only President Trump’s billionaire and millionaire friends. They want to cut these education investments and use the money to stuff their pockets with tax giveaways. 

    Adding insult to injury? Now, they’re going after people’s Social Security checks too. We’ve already seen the Trump Administration work to gut Social Security, which Elon Musk calls a Ponzi scheme. President Trump has let DOGE run rampant at the Social Security Administration, laying off employees and closing field offices.

    Last month, the Trump Administration announced the next phase in their plans. They are getting ready to hold back Social Security checks from student loan borrowers that are in default on decades-old student loans. Almost half a million seniors could lose their Social Security benefits.

    So, I want to thank our witnesses for joining us today and helping to educate us on how these Trump policies would hurt American families.

    And I want to point out who is not here: the Secretary of Education, Linda McMahon. I invited her to join today because she has a lot to answer for. The questions are pretty straightforward:

    Why is the Secretary of Education jacking up costs for middle-class kids trying to go to college?

    Why is the Secretary of Education firing the staff who protect students from scammers?

    Why is the Secretary of Education taking away Social Security benefits from tens of thousands of seniors with student debt?

    Secretary McMahon refused to answer those questions in front of the American people. Instead, she asked for a meeting. I’m happy to sit down with her. But if Secretary McMahon won’t face parents, teachers, and students who have been hurt by her reckless actions, I’m bringing their stories straight to her. So, today I’m asking everyone to share their stories. Please send them to our Save Our Schools campaign, because there is power in sharing our stories and there is power in fighting back. That is why we are here today.

    MIL OSI USA News –

  • MIL-OSI USA: Griffith Statement on Completed Energy and Commerce Reconciliation Markup

    Source: United States House of Representatives – Congressman Morgan Griffith (R-VA)

    The House Committee on Energy and Commerce completed its reconciliation markup hearing on budget recommendations that fall in line with the budget resolution. The House Budget Committee will receive the Energy and Commerce recommendations as they prepare to draft a reconciliation package. U.S. Congressman Morgan Griffith (R-VA) issued the following statement:

    “Congressional Democrats and progressive prognosticators shouted day and night that the Energy and Commerce Committee couldn’t make budget recommendations without massive, significant cuts to Medicaid. And yet, House Republicans proved them all wrong. I look forward to working with House Republicans during the next phase of the reconciliation process to produce a bill that carries out a pro-growth, commonsense agenda.”

    BACKGROUND

    On April 10, 2025, the U.S. House of Representatives passed U.S. Senate-amended H. Con. Res. 14, a budget resolution that sets fiscal objectives for House committees to identify potential savings. 

    The resolution instructs the House Committee on Energy and Commerce to identify a target of $880 billion in savings.

    The House Committee on Energy and Commerce started its markup hearing on Tuesday, May 13.

    The Committee’s proposed recommendations must still be considered by the Budget Committee. Changes to the underlying reconciliation bill are still possible and then must be voted on by both chambers of Congress.

    ###

    MIL OSI USA News –

  • MIL-OSI USA: Tonko Delivers Final Plea to Republicans to Protect Medicaid for Americans

    Source: United States House of Representatives – Representative Paul Tonko (Capital Region New York)

    WASHINGTON, D.C. — In his closing remarks, during a 26-hour long markup in the Energy and Commerce Committee on the Republican budget, Congressman Paul D. Tonko (NY-20) shared the story of a local family who relies on Medicaid and who would be hurt by the massive healthcare cuts included in the GOP budget. Throughout the markup, Tonko shared firsthand accounts of constituents across the district who would have their Medicaid coverage ripped away as a result of Republicans’ budget cuts. In his closing remarks today, Tonko highlighted the story of Sara, the mother of a 16-month-old pediatric stroke survivor who relies on Medicaid to get the care he deserves.

    Tonko spoke with Sara directly about the impact of Medicaid in providing support her son. Their conversation can be viewed HERE.

    Tonko’s full remarks can be viewed HERE or read below as prepared for delivery:

    As we wind down this debate, I have a confession to make.

    I’m tired.

    I know we’re all tired too.

    We’ve been at this more than 25 hours now.

    But while I am tired, I am also energized.

    Because I know our cause is just.

    And because I know that these past 25 hours have helped to illuminate the stakes of this debate for the American people.

    And the stakes couldn’t be higher.

    The choices that are made in this room today, and in our House of Representatives will impact the lives of millions of people we will never meet.

    In this moment, I’m thinking of how this might impact one family I have met – Sara and her son Cameron from Niskayuna, New York.

    Cameron is a 16-month-old pediatric stroke survivor. Cam was previously normally developing and healthy, but at 7 months old, he had a rare pediatric stroke that changed everything.

    Sara shared how they quickly found themselves in a community of parents with disabled kids that rely on Medicaid. Her son receives 5 to 6 therapies a week and goes to 2 to 3 doctors’ appointments every month.

    Medicaid is the safety net that supports them to provide things like copays and medical braces, which add up and make a huge difference.

    Sara’s story could be any of our stories. She shared with me:

    “It really hits home for me that Cameron became disabled after his stroke, pretty much overnight, our lives changed. So, I think what people may be missing here is, anyone can become disabled at any moment and therefore you may not have the coverage you once thought you had.”

    Republicans falsely claim that children like Cameron won’t be impacted by their package, but I’ve read the text and that’s simply not true.

    New York State stands to lose billions of dollars in cuts to Medicaid from the reduced federal match, the provider tax provisions and more senseless provisions in this cruel package.

    Again, let me reiterate: when states have to make these massive cuts to their Medicaid programs, where do you think they’re going to look first?

    To the most expensive patients: the elderly, the sick, and the disabled. To the very people that my Republican colleagues claim they are trying to protect.

    Republicans have been offered so many opportunities today to put pen to paper on their claims that this bill won’t hurt people like Cameron.

    They’ve refused to do so.

    When someone shows you who they are, believe them.

    Here’s your last chance.

    Support this amendment and let’s make an ironclad guarantee to folks like Sara and Cameron that we’re going to take care of them.

    Let’s make that ironclad guarantee that lets this family sleep a little easier tonight.

    I’m ready to make that promise. And I urge my colleagues to do the same.

    MIL OSI USA News –

  • MIL-OSI USA: Four Bilirakis Proposals Advance As Part of Reconciliation Package

    Source: United States House of Representatives – Representative Gus Bilirakis (FL-12)

    Washington, DC:  Today, the House Energy & Commerce Committee advanced a broad reconciliation bill that implements fiscally-sound policies to end wasteful spending on Green New Deal-style projects, support the rapid innovation and modernization of American Commerce, and protect Medicaid for vulnerable Americans for generations to come by cutting waste, fraud, and abuse.  One of the provisions included in the package, the LIVE Beneficiaries Act, authored by Representative Bilirakis, will help strengthen funding for the Medicaid program and its beneficiaries. This provision requires states to quarterly certify that those enrolled in Medicaid are still living.  Bilirakis filed his bill in response to a recent independent audit of just 14 states in one year that documented $249 million in payments to providers on behalf of deceased individuals.  The reconciliation package also prohibits beneficiaries from being enrolled in Medicaid in multiple states at the same time and prohibits those individuals who are here illegally from participating in Medicaid.  

    “I’m proud of the common-sense approach we’ve put forth to achieve significant savings while preserving benefits and access to care for our most vulnerable individuals,” said Congressman Bilirakis.  “We have a responsibility to ensure taxpayer dollars are used wisely and that includes protecting access to healthcare for low-income children, seniors, pregnant women, and those with disabilities. Despite the fear-mongering rhetoric from my colleagues on the other side of the aisle throughout the hearing – these critical populations will not see any change to their healthcare under our bill.  Instead, we will disallow duplicative reimbursement, payments for deceased individuals, and coverage for illegal aliens. In doing so – we will strengthen and preserve Medicaid for generations to come while helping to restore fiscal responsibility.  

    Congressman Bilirakis, who is the Chairman of the Commerce, Manufacturing and Technology Subcommittee in the House, also spearheaded a measure included in the package that would implement a 10-year moratorium on state and local regulation of AI models.  This moratorium will prevent the failures we have seen from the state-based regulatory morass on internet privacy from infecting the budding AI marketplace led by the United States.

    “Harnessing the potential of AI is not just an opportunity for the United States, it’s an absolute necessity to secure economic leadership, strengthen national security, and ensure that American values shape the future of this transformative technology,” said Chairman Bilirakis.  “We must prevent a fragmented patchwork of rules from each state that could stifle innovation, confuse compliance, and undermine the creation of effective, nationwide standards that protect both progress and the public.  The moratorium included in this package enables us to achieve that goal.”  

    As Co-Chair of the Rare Disease Caucus, Congressman Bilirakis has worked tirelessly for many years to support rare disease patients and families by streamlining FDA processes and encouraging the development of treatments and cures for smaller patient populations.  Two measures co-authored by Bilirakis to help rare disease patients were also included in the reconciliation package that passed out of Committee today.  Children with complex medical needs may not have the specialized care they need within their home state. In these instances, parents must work with health care providers and state Medicaid officials to find out-of-state care. The process is difficult and complex, often delaying children and their families from receiving the care they desperately need – and in some cases blocking access to care all together. The Accelerating Kids’ Access to Care Act addresses this concern by allowing states to streamline the process for out-of-state pediatric care providers to enroll in another state’s Medicaid program, while also safeguarding important program integrity processes. The legislation enables smooth coordination across state lines by clarifying the process by which state Medicaid programs can cover this care regardless of where the child lives and where their care is received.  The Orphan CURES Act is a bipartisan measure that would accelerate the development of new life-saving cures and provide hope to millions of Americans affected by rare diseases. Under current federal law, a drug or treatment that receives approval from the U.S. Food and Drug Administration (FDA) to exclusively treat one rare disease – commonly known as an “orphan drug” – is eligible for certain incentives, including an exemption from Medicare’s drug negotiation program.  Unfortunately, those same incentives do not exist if an orphan drug receives FDA approval to treat two or more rare diseases.  The result is a disincentive for American innovators to invest in the expensive and time-intensive research necessary to determine if an orphan drug could cure or treat additional rare diseases. The ORPHAN Cures Act would remedy these harmful, unintended consequences by honoring the intent of the Orphan Drug Act of 1983 and restoring proven, time-tested incentives to encourage the discovery of new cures for the narrow patient populations affected by rare diseases.

    “Including these two critical provisions in the reconciliation package is a huge win for the rare disease community,”  said Congressman Gus Bilirakis who serves as Co-Chair of the Rare Disease Caucus.  “My colleagues and I will continue to work toward advancing the development of treatments and cures for rare disease patients and removing regulatory barriers that prevent patients from accessing care.”

    MIL OSI USA News –

  • MIL-OSI USA: In Response to Questioning from Klobuchar, FAA Provides Details of Near Miss Episode Involving Flight Headed to Minneapolis

    US Senate News:

    Source: United States Senator for Minnesota Amy Klobuchar
    WASHINGTON— During a Commerce Committee hearing today focused on aviation safety, U.S. Senator Amy Klobuchar asked the FAA Air Traffic Organization’s Deputy Chief Operating Officer, Franklin McIntosh, for an explanation of the near-miss incident involving a March 28th Minneapolis bound flight that departed from Reagan National Airport. 
    That day, a passenger flight departing Reagan National Airport for Minneapolis nearly collided with military aircraft flying “about 500 feet below” the commercial passenger jet. Directly following the incident, Klobuchar spoke with a Department of Defense official and was informed there would be an immediate Federal Aviation Administration investigation.
    In response to Klobuchar’s questions at today’s hearing, Mr. McIntosh explained that the incident resulted from a miscommunication of when the military flyover would occur, resulting in an additional aircraft being cleared for take-off instead of being held on the ground. McIntosh said that the FAA has since improved procedures to prevent future incidents.
    A rough transcript of the exchange is available below and a video can be downloaded here. 
    Senator Klobuchar: So we have been rightfully focused on the tragedy, the loss of life with the American Airlines Flight, but has been pointed out by my colleagues so many problems at Newark. And as I go into the summer season, it’s hard to believe that they won’t get worse, and then just across the country. There was one incident, a near miss recently. It was on March 28 between a Delta flight and a military aircraft shortly after the tragedy, actually, where the military flight was just 500 feet below the Delta flight. And the Delta pilot said, is this, I’m paraphrasing, but it was picked up from air traffic control. “Is there actually a flight 500 feet below us?” That flight was headed to Minneapolis, contained a bunch of Minnesotans, families, one of my staff members went on that flight. And I had asked and was, I appreciated that the DOT got back to me, close after it, but I’m still waiting for a final answer about what happened. Do you know? Could any of you give me a timeline on that?
    Mr. McIntosh: Yes, ma’am. I believe, I believe I can. What occurred was the military flight was doing a national flyover over Arlington, and it was opposite direction to departure traffic at DCA. Potomac TRACON, which is the radar approach control that feeds all the aircraft into DCA, was working the military flight, and there was a communication exchange between the supervisor at Potomac and the supervisor at DCA. And what I mean is, the Potomac supervisor coordinated with DCA to stop departures at a certain time, and that that stop time is, you stop departures and let the flyover proceed. You sterilize the airspace, essentially, to keep traffic safe. The controller or the CIC that was a DCA misunderstood the time, or misunderstood the verbiage on what that stop time was, so they let one more aircraft go, versus holding an aircraft on the ground. In reviewing that, we said we have to clean up the phraseology and how we give times to ensure that we know exactly which aircraft we’re going to stop and keep that kind of incident from occurring. So what we did, we put both of those facilities together, along with the management team to ensure that we had a better process in place to keep that from happening again. So that was, unfortunately, an event that happened, but we improved the procedures to keep something like that from happening again, Ma’am.
     

    MIL OSI USA News –

  • MIL-OSI USA: Tuberville Joins Colleagues in Effort to Protect Americans Against Chinese-Infiltrated Equipment

    US Senate News:

    Source: United States Senator Tommy Tuberville (Alabama)
    WASHINGTON – U.S. Senator Tommy Tuberville (R-AL) joined U.S. Senator Tom Cotton (R-AR) and other members of Congress in sending a letter to Secretary of Commerce Howard Lutnick urging the department to prohibit TP-Link equipment sales. This state-sponsored networking equipment company has deep ties to the Chinese Communist Party and poses a clear present danger to American national security.
    “TP-Link’s pricing practices have triggered a Department of Justice criminal antitrust probe. TP-Link’s predatory pricing, coupled with its circumvention of tariffs, imminently threatens U.S. competition in a market critical to our national security. TP-Link has rapidly captured nearly 60 percent of the U.S. retail router and Wi-Fi system market while expanding the CCP’s cyber arsenal. The CCP uses SOHO equipment for ongoing espionage and targeting of critical infrastructure to pre-position itself for destructive attacks on Americans and communication channels with our allies,” wrote the members of Congress. 
    Joining Sens. Tuberville and Cotton are U.S. Sens. John Barrasso (R-WY), Ted Budd (R-NC), Bill Cassidy (R-LA), Josh Hawley (R-MO), Jim Justice (R-WV), Cynthia Lummis (R-WY), Bernie Moreno (R-OH), Pete Ricketts (R-NE), Jim Risch (R-ID), Eric Schmitt (R-MO), and Rick Scott (R-FL). Four U.S. Representatives also joined the letter.
    Full text of the letter can be read below or here. 
    “Dear Secretary Lutnick,
    We write in support of the Commerce Department’s investigation of TP-Link, a state-sponsored networking equipment company, and urge you to take swift action to prohibit further sales of TP-Link networking products in the United States. TP-Link’s deep ties to the Chinese Communist Party (CCP), use of predatory pricing to eliminate trusted U.S. alternatives, and role in embedding foreign surveillance and destructive capabilities into our networks render it a clear and present danger.
    Chinese state actors have exploited TP-Link small and home office (SOHO) networking devices — including Wi-Fi routers, cellular gateways, and mobile hotspots — to wage cyber-attacks in the United States.CCP agents commonly exploit SOHO routers because those systems have ideal bandwidth and computing power for sustained cyber activities but lack additional layers of security common in enterprise networks. TP-Link is also subject to China’s National Security Law, giving the CCP access to U.S. systems before American authorities know a vulnerability exists. In fact, TP-Link is the only router company that refuses to engage in industry efforts to remediate Chinese state-sponsored botnets. 
    TP-Link’s pricing practices have triggered a Department of Justice criminal antitrust probe. TP-Link’s predatory pricing, coupled with its circumvention of tariffs, imminently threatens U.S. competition in a market critical to our national security. TP-Link has rapidly captured nearly 60 percent of the U.S. retail router and Wi-Fi system market while expanding the CCP’s cyber arsenal. The CCP uses SOHO equipment for ongoing espionage and targeting of critical infrastructure to pre-position itself for destructive attacks on Americans and communication channels with our allies.  
    For these reasons, Commerce should immediately prohibit future sales of TP-Link SOHO networking equipment in the United States. Each day we fail to act, the CCP wins while American competitors suffer, and American security remains at risk.
    We thank you for your ongoing work to secure and safeguard America’s Information and Communications Technology and Services supply chain. This work is critical to our national security, and we commend President Trump’s Executive Order 13873 to allow the Commerce Department to prohibit transactions in our country that pose unacceptable risk to American national security.     
    Sincerely,”
    Senator Tommy Tuberville represents Alabama in the United States Senate and is a member of the Senate Armed Services, Agriculture, Veterans’ Affairs, HELP and Aging Committees.

    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: Stardust Power Announces Q1 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    GREENWICH, Conn., May 14, 2025 (GLOBE NEWSWIRE) — Stardust Power Inc. (“Stardust Power” or the “Company”) (Nasdaq: SDST), an American developer of battery-grade lithium products, today announced its results for the first quarter ended March 31, 2025.  

    First Quarter 2025 Business Updates and Subsequent Events

    Operational highlights for the first quarter of 2025 include:

    • Confirmed with Oklahoma regulators the Muskogee facility will not require an industrial wastewater permit thanks to its closed-loop water system that eliminates discharge and reduces local water use.
    • Executed a key service agreement with Oklahoma Gas and Electric to develop a dedicated substation at the Muskogee refinery site, securing up to 40MW of scalable power and enabling critical pre-construction activities ahead of Final Investment Decision.
    • Appointed Carlos Urquiaga as Senior Advisor to advise on capital-raising efforts; with over $40 billion in transaction experience across top institutions, he brings deep expertise in metals and mining finance to support our path toward Final Investment Decision.

    Roshan Pujari, Founder and CEO of Stardust Power, commented on the Company’s Q1 performance, “Despite ongoing macroeconomic volatility and global market uncertainty, Q1 was a quarter of focused execution for Stardust Power. We continue to advance steadily toward Final Investment Decision, supported by strategic progress across permitting, engineering, and financing. With lithium’s long-term outlook growing stronger, we remain committed to seizing this generational opportunity and building a scalable, U.S.-based refining platform aligned with national critical mineral and supply chain priorities.”

    First Quarter Financial Highlights

    As of March 31, 2025, we had cash and cash equivalents of approximately $1.6 million. As of March 31, 2025, we had zero long term debt. Other financial highlights include:

    • Net Loss of $3.8 million for the first quarter of 2025, compared to $1.4 million for the prior year quarter ended March 31, 2024.
    • Loss per share was $(0.07) for the first quarter of 2025, compared to $(0.04) for the prior year quarter, the increase being driven primarily by higher general and administrative costs due to personnel related costs and finance charges for short term loans.
    • Net cash used in operating activities totaled $2.9 million for the first quarter of 2025, compared to $0.9 million for the prior year quarter, the increase driven by continued investment in operations, hiring of key talent and certain expenses related to the close of the Business Combination.
    • Net cash used in investing activities was $1.0 million for the first quarter of 2025, compared to $3 thousand for the prior year quarter, driven by our initial capital investments made in the anticipated building of the refinery.
    • Net cash provided by financing activities was $4.5 million for the first quarter of 2025, compared to $54 thousand for the prior year quarter. The increase was driven primarily by $8.0 million in cash received from public offering and warrant inducements, net of offering cost, offset partially by $3.7 million repayment of short-term loans.

    Conference Call Details

    Stardust Power will host a conference call to discuss the results today, May 14, 2025, at 5:30pm EST. Participants may access the call by clicking the participant call link and ask questions:
    https://register-conf.media-server.com/register/BI0aeb48ba9a8d4f1b93ee2ec5a2bf0886

    Upon registering at the link you will receive the dial-in info and a unique PIN to join the call as well as an email confirmation with the details. You can also access the call via live audio webcast using the website link to listen in:
    https://edge.media-server.com/mmc/p/98ca9vd3

    The earnings call will be available on the Company website following the event.

    About Stardust Power 

    Stardust Power is a developer of battery-grade lithium products designed to bolster America’s energy leadership by building resilient supply chains. Stardust Power is developing a strategically central lithium processing facility in Muskogee, Oklahoma with the anticipated capacity of producing up to 50,000 metric tons per annum of battery-grade lithium. The Company is committed to sustainability at each point in the process. Stardust Power trades on the Nasdaq under the ticker symbol “SDST.”

    For more information, visit www.stardust-power.com 

    Cautionary Statement Regarding Forward-Looking Statements 

    This press release and any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. Forward-looking statements are any statements other than statements of historical fact, and include, but are not limited to, statements regarding the expectations of plans, business strategies, objectives and growth and anticipated financial and operational performance. These forward-looking statements are based on management’s current beliefs, based on currently available information, as to the outcome and timing of future events. Forward-looking statements are often identified by words such as “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,“ ”plan,“ ”potential,“ ”priorities,“ ”project,“ ”pursue,“ ”seek,“ ”should,“ ”target,“ ”when,“ ”will,“ ”would,” or the negative of any of those words or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond our control.  

    These forward-looking statements are subject to a number of risks and uncertainties, including the ability of Stardust Power to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of Stardust Power to grow and manage growth profitably, maintain key relationships and retain its management and key employees; risks related to the price of Stardust Power’s securities, including volatility resulting from recent sales of securities, issuance of debt, and exercise of warrants, changes in the competitive and highly regulated industries in which Stardust Power plans to operate, variations in performance across competitors, changes in laws and regulations affecting Stardust Power’s business and changes in the combined capital structure; the regulatory environment and our ability to obtain necessary permits and other governmental approvals for our operation; Stardust Power’s need for substantial additional financing to execute our business plan and our ability to access capital and the financial markets; worldwide growth in the adoption and use of lithium products; the Company’s ability to enter into and realize the anticipated benefits of offtake and license and other commercial agreements; risks related to the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities; the substantial doubt regarding the Company’s ability to continue as a going concern and the need to raise capital in the near term in order to maintain the Company’s operations; the Company’s continued listing on the Nasdaq; and those factors described or referenced in filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 27, 2025. The foregoing list of factors is not exhaustive. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know or that we currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this press release. We anticipate that subsequent events and developments will cause our assessments to change. 

    We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement. 

    Stardust Power Contacts 

    For Investors: 

    Johanna Gonzalez 
    investor.relations@stardust-power.com 

    For Media: 

    Michael Thompson 

    media@stardust-power.com 

    The MIL Network –

  • MIL-OSI USA: Pressley, Booker, Warren Unveil Bill to Suspend Garnishments for Student Loan Borrowers

    Source: United States House of Representatives – Congresswoman Ayanna Pressley (MA-07)

    Bill Comes as Trump Admin. Set to Seize Hard-Earned Wages, Tax Refunds, and Social Security Checks for Struggling Borrowers

    The Ending Administrative Wage Garnishment Act of 2025 will also reform administration of the administrative wage garnishment program

    Bill Text (PDF)

    WASHINGTON – Today, Congresswoman Ayanna Pressley (MA-07), along with Senators Cory Booker (D-NJ) and Elizabeth Warren (D-MA), reintroduced the Ending Administrative Wage Garnishment Act of 2025, legislation that would provide borrower relief and support by suspending garnishment as a tool for student debt collection by the federal government.

    On April 22, 2025, the Department of Education announced that, starting May 5th, it will resume collections on defaulted federal student loans, including wage garnishments, tax refund interceptions, and seizure of Social Security benefits. For the nearly 5.5 million people currently in default—and soon for the projected 8 million additional people in delinquency—this means that they will face the government’s harsh collection tactics for the first time in over five years. This shift coincides with mass firings at the Department of Education and limited access to income-driven repayment plans, leaving students without critical support to navigate the repayment process.  

    “No one should have their hard-earned wages, tax refunds, and Social Security checks seized by Donald Trump—and our bill would ensure they do not,” said Representative Pressley. “The Trump Administration should not be in the business of picking the pockets of our most vulnerable borrowers, gutting the Department of Education or exacerbating the student debt crisis. I am proud to partner with Senators Booker and Warren to push back against this Administration’s shameful garnishment tactics and stand up for our student borrowers.”

    “Wage garnishment allows the government to instruct employers to withhold up to 15 percent of an individual’s hard-earned wages, as well as intercept tax refunds, and seize Social Security benefits in order to collect student loan debt,” said Senator Booker. “If resumed, this harmful practice will hurt millions of Americans already struggling to make ends meet while paying off their student loans. This legislation will put an end to the Trump’s administration’s attempt to punish vulnerable student loan borrowers.”

    “It’s cruel for the Trump administration to restart collections while it crashes the economy and fires employees that help people navigate the loan repayment system,” said Senator Warren. “Our commonsense bill stops the administration from going after working people and improperly taking a chunk of borrowers’ paychecks.”

    “Amidst unprecedented economic uncertainty and as millions of working families are struggling with the rising costs of everyday essentials, the Trump Administration’s calloused decision to unleash abusive and uncontrollable collection tools that have the power to take borrower’s hard earned wages without safeguards. Instead of helping the 5 million borrowers that have fallen into default and the millions more that are behind and now at risk of default later this year, this Administration appears set on inflicting massive economic harm on millions of Americans—a decision that will further drag down an already struggling economy,” said SBPC Policy Director Aissa Canchola Banez. “We applaud Senator Booker and Congresswoman Pressley for introducing the Ending Administrative Garnishment Act which will rein in the Secretary of Education’s authority to subject borrowers to administrative wage garnishment and ensure that critical safeguards are in place.”

    The Ending Administrative Wage Garnishment Act of 2025:

    • Suspends the Secretary of Education’s authority to garnish wages, tax refunds, Social Security checks, or other earned benefits
    • Mandates the Department of Education to:
      • Promptly refund improperly garnished wages within one week.
      • Establish the ability to independently suspend or terminate garnishment operations upon identifying errors.
      • Ensure employers verify garnishment information quarterly.
    • Prohibits garnishment on loans that have been outstanding for more than 10 years.
    • Establishes a private right of action allowing borrowers to sue employers who improperly garnish wages after a garnishment order is suspended.
    • Requires the Department to pay double damages to borrowers whose wages are improperly garnished.

    To read the full text of the bill, click here.

    Rep. Pressley has been a leading voice in Congress urging President Biden to cancel student debt. Following years of advocacy by Rep. Pressley—in partnership with colleagues, borrowers, and advocates—the Biden-Harris Administration announced a historic plan to cancel student debt that stands to benefit over 40 million people. She has consistently helped borrowers access student debt cancellation resources, including PSLF, and she was proud to welcome a union educator and PSLF recipient as her guest to President Biden’s State of the Union Address in March.

    • On October 18, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of approximately $4.5 billion in additional student debt cancellation for approximately 60,000 workers nationwide who work in public service.
    • On October 2, 2024, Rep. Pressley joined borrowers and advocates to unveil new state-by-state data quantifying the harm that Project 2025 would have on millions of public service workers nationwide.
    • On September 10, 2024, Rep. Pressley joined Senator Warren and Rep. Jim Clyburn in urging the U.S. Department of Education to consider terminating its contract with student loan servicer MOHELA.
    • On August 29, Rep. Pressley issued a statement following the Supreme Court’s refusal to reinstate President Biden’s Saving on a Valuable Education (SAVE) student debt relief program.
    • On August 9, 2024, Rep. Pressley joined Senator Warren, Representative Dean, and their colleagues urging student loan servicer Navient to reform its flawed process to cancel the private student loans of borrowers who attended fraudulent, for-profit colleges.
    • On June 25, 2024, Rep. Pressley issued a statement on federal judges in Missouri and Kansas siding with Republican states to block portions of President Biden’s Saving on a Valuable Education (SAVE) student debt relief program. 
    • On June 25, 2024, Rep. Pressley colleagues, borrowers, and advocates urged the Biden Administration to terminate the contract of federal student loan servicer MOHELA. Their calls follow MOHELA’s repeated failure to perform basic loan servicing functions and ongoing harm caused by MOHELA to student loan borrowers.
    • On May 20, 2024, Rep. Pressley, along with Reps. Omar, Clyburn and Wilson, led their colleagues in urging the U.S. Department of Education to ensure its proposed student debt relief rule is implemented in the most effective and efficient manner possible for millions of borrowers.
    • On May 1, 2024, Rep. Pressley issued a statement applauding the Biden Administration’s approval of student loan discharge for 317,000 borrowers who attended The Art Institutes, including over 3,500 borrowers in Massachusetts.
    • On April 14, 2024, Rep. Pressley applauded President Biden’s approval of an additional $7.4 billion in student debt cancellation for 277,000 borrowers.
    • On April 8, 2024, Rep. Pressley hailed President Biden’s announcement of new plans to provide student debt relief for tens of millions of borrowers across the country.
    • On March 21, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of $5.8 billion in additional student loan debt cancellation for 77,700 public service workers.
    • On March 20, 2024, Rep. Pressley and Senator Elizabeth Warren led their colleagues in calling on federal agencies to end the practice of offsetting Social Security benefits to pay off defaulted student loans.
    • On March 7, 2024, Rep. Pressley welcomed Priscilla Higuera Valentine, a first generation American, a proud union educator with Boston Public Schools and the Boston Teachers Union, and the daughter of a Colombian immigrant, who has received over $117,000 in student debt relief under the Biden-Harris Administration’s improved Public Service Loan Forgiveness (PSLF) Program, as her guest to President Biden’s State of the Union Address.
    • On February 23, 2024, Rep. Pressley applauded the Biden-Harris Administration’s approval of $1.2 billion in student debt cancellation for nearly 153,000 borrowers nationwide, including $19.5 million in cancellation for 2,490 Massachusetts borrowers.
    • On January 26, 2024, Rep. Pressley and Senator Elizabeth Warren (D-MA) led their colleagues in calling on the Secretary of Education Miguel Cardona to host a fourth session of the student debt negotiated rulemaking to consider relief for borrowers experiencing financial hardship. She applauded ED’s announcement that it would heed their calls.
    • On December 11, 2023, Rep. Pressley testified at the U.S. Department of Education’s final hearing on student debt cancellation.
    • On December 11, 2023, Rep. Pressley and Senator Elizabeth Warren (D-MA), along with Senators Chuck Schumer (D-NY), Bernie Sanders (I-VT), Alex Padilla (D-CA), and Representatives Ilhan Omar (MN-05) and Frederica Wilson (FL-24), sent a letter to U.S. Secretary of Education Miguel Cardona, urging him to leverage his existing and full authority under the Higher Education Act to provide expanded student debt relief to working and middle-class borrowers. 
    • On November 30, 2023, Rep. Pressley emphasized the crucial role of the Consumer Financial Protection Bureau (CFPB) in protecting student loan borrowers from incompetent and predatory student loan servicers.
    • On November 6, 2023, Rep. Pressley joined Attorney General Andrea Campbell, Mayor Michelle Wu, and Senator Elizabeth Warren (D-MA) for a clinic to help federal student loan borrowers access a temporary opportunity to get closer to Public Service Loan Forgiveness (PSLF). 
    • On September 25, 2023, Rep. Pressley hosted a policy discussion with borrowers and advocates at which they renewed their urgent call for student debt cancellation with loan payments set to resume on October 1, 2023.
    • On August 23, 2023, Rep. Pressley, Sen. Warren, and their colleagues led over 80 lawmakers in a letter to President Joe Biden, urging him to swiftly deliver on his promise to deliver student debt cancellation to working and middle class families by early 2024. 
    • On August 22, 2023 Rep. Pressley applauded Governor Maura Healey’s plan to provide student debt relief for health care workers in Massachusetts. 
    • On June 30, 2023, Rep. Pressley responded to the President’s alternative proposal to deliver relief under the Higher Education Act and called for swift and efficient implementation.
    • On June 30, 2023, Rep. Pressley issued a statement slamming the Supreme Court’s decision to block President Biden’s student debt cancellation plan and calling on the President to use other tools available to swiftly cancel student debt.
    • On May 30, 2023, Rep. Pressley filed an amendment to H.R. 3746, legislation to raise the debt ceiling, to protect student loan borrowers and preserve the Biden Administration’s pause on federal student loan payments.
    • On May 24, 2023, Rep. Pressley issued a statement slamming Republicans’ harmful effort to overturn President Biden’s student debt relief, including his debt cancellation plan, the pause on student loan payments, and the expanded Public Service Loan Forgiveness (PSLF) program.
    • On May 24, 2023, Rep. Pressley delivered a powerful speech in support of President Biden’s plan to cancel student debt, which would benefit millions of people across the country.
    • On April 5, 2023, Rep. Pressley and Senator Elizabeth Warren wrote to the CEO of SoFi Technologies and SoFi Lending Corp calling on the company to answer for its lawsuits attempting to end the student loan payment pause and force borrowers back into repayment.
    • On March 7, 2023, Rep. Pressley, along with Sens. Warren, Schumer, Sanders, Padilla and Reps. Clyburn, Omar and Wilson led a letter to the Biden Administration expressing continued support for President Biden’s student debt relief plan.
    • On February 28, 2023, Rep. Pressley rallied with borrowers and advocates outside the Supreme Court to call on the Supreme Court to affirm the legality of President Biden’s student debt cancellation plan.
    • On November 22, 2022, Rep. Pressley issued a statement applauding the extension of the student loan payment pause.
    • On October 25, 2022, Rep. Pressley and Senator Warren toured communities across Massachusetts to celebrate the Biden administration’s student debt cancellation plan and help residents sign up for student loan relief.
    • On October 12, 2022, Rep. Pressley joined parent borrowers and advocates for a discussion on the impacts of student debt cancellation on parents and families.
    • On September 29, 2022, Rep. Pressley, along with Senate Majority Leader Schumer and Reps. Omar, Jones and advocates, held a press conference to call for swift and equitable implementation of President Biden’s student debt cancellation plan.
    • On September 21, 2022, Rep. Pressley delivered a powerful speech on the House floor in which she heralded President Biden’s action to cancel student debt for millions of families in the Massachusetts 7th and across the nation. Watch the full video here.
    • On September 12, 2022, Rep. Pressley and Senator Warren wrote to the nine federal student loan servicers to inquire about how they are providing borrowers with accurate and timely information about student loan cancellation.
    • On August 24, 2022, Congresswoman Pressley issued a statement applauding President Biden’s action to cancel student debt.
    • On August 10, 2022, Congresswoman Pressley and Senator Warren Massachusetts joined Massachusetts union leaders in Dorchester for a roundtable discussion on student debt cancellation.
    • On July 18, 2022, Congresswoman Pressley delivered remarks at the American Federation of Teachers (AFT) national convention and renewed her calls for President Biden to cancel student debt by executive action.
    • On July 8, 2022, Congresswoman Pressley with The Debt Collective hosted a virtual roundtable with student debt holders from all walks of life to highlight the intersectional burden the nearly $2 trillion student debt crisis has had on individuals and families. 
    • On June 22, 2022, Congresswoman Ayanna Pressley, with Senator Elizabeth Warren and Senate Majority Leader Chuck Schumer, joined AFL-CIO and union leaders for a roundtable discussion on the importance of student debt cancellation for American workers.
    • On May 20, 2022, Congresswoman Pressley applauded the Congressional Black Caucus’ (CBC) statement calling on President Biden to cancel student loan debt.
    • On May 4, 2022, Congresswoman Pressley visited Bunker Hill Community College to celebrate the $1 million in federal community project funding she secured and continued her calls for President Biden to cancel student debt.
    • On March 17, 2022, Congresswoman Pressley and Arisha Hatch, vice president and chief of campaigns at Color of Change, published an op-ed in Grio calling on President Biden to use his executive order authority to cancel up to $50,000 in student loan debt per borrower.
    • On December 8, 2021, Congresswoman Ayanna Pressley, Senator Elizabeth Warren, and Senate Majority Leader Chuck Schumer sent a bicameral letter to President Joe Biden releasing new data about the adverse impact of restarting student loan payments and calling on him to act to cancel up to $50,000 of student debt.
    • On December 2, 2021, Congresswoman Pressley delivered remarks on the House floor in which she reiterated her calls for President Biden to cancel $50,000 in federal student loan debt by executive action.
    • On October 8, 2021, Representatives Ayanna Pressley and Ilhan Omar and their House colleagues sent a letter to President Biden and Secretary of Education Miguel Cardona urging him to release the memo to determine the extent of the administration’s authority to broadly cancel student debt through administrative action.
    • On July 29, 2021, Congresswoman Pressley issued a statement reaffirming President Biden’s authority – and the urgency – to cancel student loan debt.
    • On June 23, 2021, Congresswoman Ayanna Pressley, Senator Elizabeth Warren, Senate Majority Leader Chuck Schumer, and Congressman Joe Courtney led their colleagues on a bicameral letter to President Biden calling on him to extend the pause on federal student loan payments.
    • On April 13, 2021, Congresswoman Pressley testified at a Senate Banking, Housing, and Urban Affairs Committee’s Subcommittee on Economic Policy hearing to examine the student loan debt crisis in our country.
    • On April 1, 2021, Congresswoman Pressley, along with Senator Elizabeth Warren and Massachusetts Attorney General Maura Healey, held a press conference calling on President Biden to tackle the student loan debt crisis.
    • On February 4, 2021, Congresswoman Pressley, along with several Democratic House and Senate leaders, led their colleagues in reintroducing a bicameral resolution outlining a bold plan for President Biden to tackle the student loan debt crisis. 
    • On December 17, 2020, Representatives Ayanna Pressley, Ilhan Omar, Maxine Waters, and Alma Adams introduced a resolution outlining a bold plan for President-elect Joe Biden to cancel up to $50,000 in Federal student loan debt for student loan borrowers.
    • On December 10, 2020, Congresswoman Pressley was in Yahoo Finance urging the Biden administration to cancel student debt, stressing the impact on Black borrowers.
    • On May 8, 2020, Representatives Ayanna Pressley, Alma Adams, and Ilhan Omar, led 28 of their colleagues and sent a letter to House Speaker Nancy Pelosi and House Minority Leader Kevin McCarthy calling for the universal, one-time, student debt cancellation of at least $30,000 per borrower in the next round of COVID-19 relief legislation.
    • On March 23, 2020, Representatives Ayanna Pressley and Ilhan Omar introduced the Student Debt Emergency Relief Act, legislation that provides immediate monthly payment relief for federal student loan borrowers.
    • On March 17, 2020, Congresswoman Ayanna Pressley and Senator Elizabeth Warren were on The Hill calling on congressional leadership to include student debt cancellation in the next coronavirus relief package.
    • On October 11, 2019, Congresswoman Pressley introduced legislation – the Ending Debt Collection Harassment Act – to protect consumers from abusive debt collection.
    • On July 17, 2019, Congresswomen Pressley introduced legislation – the Student Borrower Credit Improvement Act – to provide much needed support to private student loan borrowers with a pathway to financial stability by helping them improve their credit.

    ###

    MIL OSI USA News –

  • 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-Evening Report: This 6-point plan can ease Australia’s gambling problems – if our government has the guts

    Source: The Conversation (Au and NZ) – By Charles Livingstone, Associate Professor, School of Public Health and Preventive Medicine, Monash University

    WHYFRAME/Shutterstock

    We have a refreshed and revitalised Australian government, enriched with great political capital.

    During the last term of parliament before the election, opportunities to address Australia’s raging gambling habit were neglected.

    Could this government now have enough authority and courage to take on the gambling ecosystem?

    A massive issue

    Australians are the world’s biggest gambling losers.

    Many attribute this to some inherent Australian trait. But what it really comes down to is the proliferation of gambling operators and their products.

    They’re everywhere, along with their marketing and promotion.

    Half of the gambling problems in Australia are associated with poker machines, ubiquitous in all states and territories other than Western Australia (WA).

    Consequently, and unsurprisingly, WA has the lowest rate of gambling harms. The state has 2,500 pokies at a single Perth casino and none in clubs or pubs.

    New South Wales boasts nearly 90,000 pokies, the highest pokie “density” in Australia, and its clubs and pubs make $8.1 billion a year.

    Overall, pokie losses in Australia total $15.8 billion per year.

    Wagering (betting on sport, racing and even elections), is now mainly online, and reaps another $8.4 billion in Australia. This is the fastest growing gambling sector, with growth, adjusted for inflation, of more than 45% between 2018-19 and 2022-23.

    Pokies grew by a more modest 7.6% during the same period. Only casinos went backwards.

    Overall, gambling costs Australians more than $32 billion annually.

    This has been fuelled by relentless promotion and marketing and the expansion of the gambling ecosystem: the network of commercial actors who reap a major dividend from gambling losses.

    It includes the bookies, pub and club chains as well as sporting leagues, financial services providers, software and game developers, charitable organisations, broadcasters, and state and territory governments.

    Of course, gambling comes at a cost: it is strongly linked to broken relationships, loss of assets, employment and educational opportunities, and crime rates.

    Intimate partner violence and neglect of children, along with poor mental and physical health, are also connected to gambling accessibility. As, unfortunately, is suicide.

    However, there are ways to reduce gambling harm.

    Six ways to tackle the problem

    1. First up, we need a national gambling regulator. This was an important recommendation in the 2023 report of the all-party parliamentary committee chaired by the late Peta Murphy.

    Currently, gambling is regulated by each state and territory. Some have reasonably robust systems in place. Others, somewhat less so. None are best practice.

    A national system is long overdue, as many gambling businesses operate across multiple Australian jurisdictions.

    In the absence of national regulation, the Northern Territory has become the de facto national regulator for online wagering. It offers a low-tax and arguably low intervention regulatory system.

    Yet the vast majority of losses from punters come in other jurisdictions.

    National regulation would also assist in standardising tax rates and maintaining reasonable uniform standards of regulation and enforcement.

    2. Poker machines are Australia’s biggest gambling problem, but a national precommitment scheme would provide a tool for people to manage their gambling.

    This proposal has been frequently mooted in Australia since the Productivity Commission recommended it in 2010.

    It has worked well in Europe: forms of it now operate in 27 European countries.

    Both Victoria and Tasmania have proposed it, as did the Perrottet government in the lead into the last NSW election.

    Unfortunately, the power of the pokie lobby, supercharged by the addiction surplus it reaps from punters, has slowed or stopped its implementation.

    But it’s eminently feasible and is highly likely to significantly reduce the harm of pokies.

    The technical challenges are far from insurmountable, despite what industry interests argue.



    Read more:
    Pokies line the coffers of governments and venues – but there are ways to tame this gambling gorilla

    3. Limiting accessibility to pokies is an important way to reduce harm.

    Nothing good happens in a pokie room after midnight, yet they are often open until 4am, with reopening time only a little later.

    Closing down venues after midnight and not opening until 10am would help a lot of people.

    4. We can’t talk about political access without considering some key tools of the gambling ecosystem.

    Pokie operators have enormous ability to influence politicians. Donations are a typical method to ensure access, backed up by the “revolving door” of post-politics jobs.

    Politicians also enjoy a stream of freebies from the gambling ecosystem, which allow these businesses to bend the ear of a guest for hours at a time, at lunch, over drinks, or during an event.

    To address this, we need better rules around acceptance of hospitality and gifts. Some states have moved towards such arrangements but there has been little action on the national front.

    5. Another major recommendation from the Murphy committee was the banning of online gambling ads.

    The majority of Australians want it to happen, and gambling ads are banned for almost all other forms of gambling.

    The special treatment for this rapidly growing, highly harmful gambling product makes no sense.

    6. Finally, we need to properly resource research into gambling harm and its prevention.

    Much gambling research (and its conferences) are funded by the gambling ecosystem, either directly or via representative organisations.

    This raises massive conflicts and has lead to a poor evidence base for policy making.

    The time is now

    Anything that stops people getting into trouble with gambling will be opposed by the gambling ecosystem because their best customers are those with the biggest losses.

    But nobody is saying we should do away with gambling.

    The evidence-based ideas above would help people with existing problems, and stop many more from ending up in trouble.

    Gambling is a problem we can solve.

    It does need political effort – but the Albanese government has the political capital to solve this problem.

    Charles Livingstone has received funding from the Victorian Responsible Gambling Foundation, the (former) Victorian Gambling Research Panel, and the South Australian Independent Gambling Authority (the funds for which were derived from hypothecation of gambling tax revenue to research purposes), from the Australian and New Zealand School of Government and the Foundation for Alcohol Research and Education, and from non-government organisations for research into multiple aspects of poker machine gambling, including regulatory reform, existing harm minimisation practices, and technical characteristics of gambling forms. He has received travel and co-operation grants from the Alberta Problem Gambling Research Institute, the Finnish Institute for Public Health, the Finnish Alcohol Research Foundation, the Ontario Problem Gambling Research Committee, the Turkish Red Crescent Society, and the Problem Gambling Foundation of New Zealand. He was a Chief Investigator on an Australian Research Council funded project researching mechanisms of influence on government by the tobacco, alcohol and gambling industries. He has undertaken consultancy research for local governments and non-government organisations in Australia and the UK seeking to restrict or reduce the concentration of poker machines and gambling impacts, and was a member of the Australian government’s Ministerial Expert Advisory Group on Gambling in 2010-11. He is a member of the Lancet Public Health Commission into gambling, and of the World Health Organisation expert group on gambling and gambling harm. He made a submission to and appeared before the HoR Standing Committee on Social Policy and Legal Affairs inquiry into online gambling and its impacts on those experiencing gambling harm.

    Angela Rintoul holds a postdoctoral fellowship funded by Suicide Prevention Australia. In the past she has received funding from the Victoria Responsible Gambling Foundation, which was supported by allocations from the Community Support Fund, a government administered trust fund constituted from direct taxes on EGMs in hotels. She has also received funding from the Winston Churchill Memorial Trust and ANROWS. She is a member of the WHO meeting on gambling and received travel funding from the Turkish Green Crescent Society and consultancy funding from WHO. She has been paid to review grants by the British Academic Forum for the Study of Gambling, which administered via Gambling Research Exchange Ontario, funded by regulatory settlements from gambling companies who have breached the law.

    – ref. This 6-point plan can ease Australia’s gambling problems – if our government has the guts – https://theconversation.com/this-6-point-plan-can-ease-australias-gambling-problems-if-our-government-has-the-guts-256442

    MIL OSI Analysis – EveningReport.nz –

  • MIL-OSI USA: DeGette Statement Following Marathon Markup of Trump’s ‘One Big, Bogus Bill’

    Source: United States House of Representatives – Congresswoman Diana DeGette (First District of Colorado)

    WASHINGTON, D.C. — Today, Congresswoman Diana DeGette (CO-01) released the following statement after the Energy & Commerce Committee completed a nearly 27 hour-long markup of Trump’s ‘One Big, Bogus Bill’ that would cut $715 billion from Medicaid, kick 13.7 million Americans off their health care, and defund Planned Parenthood to give tax cuts to billionaires.

    “House Republicans held a 27 hour markup, starting debate over the health care provisions at 1 o’clock in the morning, to hide what they are doing from the American people. Throughout the night, they deflected from their true intentions of kicking millions of Americans off their health care. But here’s the truth: you can’t cut $715 billion from Medicaid without kicking eligible recipients off the program. The policies House Republicans want to implement have been tried in states like Georgia and Arkansas, and they have failed miserably, leading to eligible people losing their health care and actually costing the states more money. Make no mistake: this bill will lead to eligible recipients losing their health care, and House Republicans couldn’t care less.

    “Furthermore, they are specifically targeting Planned Parenthood, which serves over 60,000 Coloradans annually, by eliminating their federal funding. That means 1 million Planned Parenthood patients on Medicaid will lose access to care, such as cancer screenings, wellness visits, HIV prevention, and family planning counseling.

    “House Republicans are so focused on appeasing Trump and giving tax cuts to billionaires that they are gutting essential health care programs and providers. I called out their cuts throughout the markup, and I am going to continue to fight to protect Medicaid and access to health care as Republicans try to jam this monstrosity of a bill through Congress.”

    Democrats on the committee offered a number of amendments to stop this bill from taking health care away from hard-working Americans. Republicans voted against every single Democratic amendment, including: 

    • An amendment to require the HHS Secretary to certify that the Trump administration will not cut Medicaid benefits.
    • An amendment to prevent defunding Planned Parenthood.
    • An amendment to prevent the bill from taking effect if any of the provisions result in an increase in mortality rates.
    • An amendment to require 100 percent of savings to be reinvested in medical assistance for eligible Medicaid recipients.
    • An amendment to maintain state flexibility in funding Medicaid.
    • An amendment to require assessments from states on the impact of this bill on uncompensated care and emergency department wait time.
    • An amendment to remove unnecessary and burdensome paperwork requirements.
    • An amendment to require states to provide 12 months postpartum coverage.
    • An amendment to codify a ban on CHIP waiting periods.
    • An amendment noting the Sense of Congress that Americans should not pay more than those in other countries for the exact same prescription drugs.

    An amendment that says none of the provisions of the bill will take effect if any of the provisions result in reduced access to coverage.

    ###

    MIL OSI USA News –

  • MIL-OSI Russia: China suspends designation of several US companies and export restrictions against them

    Translation. Region: Russian Federal

    Source: People’s Republic of China in Russian – People’s Republic of China in Russian –

    Source: People’s Republic of China – State Council News

    BEIJING, May 14 (Xinhua) — China on Wednesday suspended the designation of several U.S. companies as unreliable entities and the application of export restrictions against them, the Ministry of Commerce said.

    In response to media questions, the agency’s official representative said that the measure announced on April 4 to include 11 American companies in China’s list of unreliable entities has been suspended for 90 days.

    The April 9 move to add six more U.S. companies to the list of untrustworthy entities has also been suspended, and Chinese businesses are now allowed to apply to do business with those companies, the spokesman said.

    In addition, China has suspended for 90 days the export control measures that placed 28 U.S. companies on the export control list on April 4 and 9, the Commerce Department official added.

    In the event that exporters need to supply dual-use goods to the above-mentioned 28 companies, they must submit an application to the Ministry of Commerce in accordance with current regulations. –0–

    MIL OSI Russia News –

  • MIL-OSI: Capital Southwest Announces Financial Results for Fourth Fiscal Quarter and Fiscal Year Ended March 31, 2025

    Source: GlobeNewswire (MIL-OSI)

    DALLAS, May 14, 2025 (GLOBE NEWSWIRE) — Capital Southwest Corporation (“Capital Southwest,” “CSWC” or the “Company”) (Nasdaq: CSWC), an internally managed business development company focused on providing flexible financing solutions to support the acquisition and growth of middle market businesses, today announced its financial results for the fourth fiscal quarter and year ended March 31, 2025.

    Fourth Quarter Fiscal Year 2025 Financial Highlights

    • Total Investment Portfolio: $1.8 billion
      • Credit Portfolio of $1.6 billion
        • 99% 1st Lien Senior Secured Debt
        • $146.2 million in new committed credit investments during the quarter
        • Weighted Average Yield on Debt Investments: 11.7%
        • Current non-accruals with a fair value of $30.6 million, representing 1.7% of the total investment portfolio
      • Equity Portfolio of $179.4 million
        • $3.8 million in new equity co-investments during the quarter
    • Pre-Tax Net Investment Income:
      • $28.5 million, or $0.56 per weighted average common share outstanding
      • Adjusted pre-tax net investment income of $31.3 million, or $0.61 per weighted average common share outstanding, excluding one-time net expenses of $2.8 million, or $0.05 per share, related to the departure of our former President and Chief Executive Officer(1)
    • Estimated Undistributed Taxable Income (“UTI”): $0.79 per share as of March 31, 2025
    • LTM Operating Leverage: 1.7% for the quarter ended March 31, 2025
    • Dividends: Paid $0.58 per share Regular Dividend and $0.06 per share Supplemental Dividend
      • 110% LTM Pre-Tax NII Regular Dividend Coverage
      • Total Dividends for the quarter ended March 31, 2025 of $0.64 per share
    • Net Realized and Unrealized Depreciation: $10.3 million, or 0.6% of total investments at fair value
      • $19.3 million of net appreciation related to the equity portfolio
      • $25.7 million of net depreciation related to the credit portfolio
      • $3.9 million realized and unrealized income tax provision
    • Balance Sheet:
      • Cash and Cash Equivalents: $43.2 million
      • Total Net Assets: $883.6 million
      • Net Asset Value (“NAV”) per Share: $16.70

    Fiscal Year 2025 Financial Highlights

    • Total Investment Portfolio: Increased by $308.7 million in total fair value, from $1.5 billion to $1.8 billion, representing 21% growth during the year
      • Credit Portfolio increased by $261.3 million, representing 19% growth during the year
    • Investment Revenue: $204.4 million for the year ended March 31, 2025, representing a $26.3 million, or 15% increase, as compared to March 31, 2024
    • Operating Leverage: Remained flat at 1.7% as of March 31, 2025 as compared to March 31, 2024
    • Dividends: Declared and paid total dividends of $2.54 per share
      • $2.31 per share in regular dividends, an increase of 3% compared to the prior year
      • $0.23 per share in supplemental dividends
      • Estimated UTI balance at the end of the fiscal year ended March 31, 2025 was $0.79 per share

    In commenting on the Company’s results, Michael Sarner, President and Chief Executive Officer, stated, “The March quarter was another strong quarter for Capital Southwest, with approximately $150 million of new committed originations. Our portfolio continued to generate significant income for our shareholders, producing $0.61 of adjusted pre-tax net investment income per share,(1) or $0.56 of pre-tax net investment income per share, for the quarter. In consideration of the continued performance of our portfolio, our Board of Directors has again declared a regular dividend of $0.58 per share for the quarter ending June 30, 2025. Our Board of Directors also has declared a supplemental dividend of $0.06 per share for the quarter ending June 30, 2025, resulting in total dividends for the quarter of $0.64 per share. While future dividend declarations are at the discretion of our Board of Directors, it is our intent to continue to distribute quarterly supplemental dividends for the foreseeable future based on our current UTI balance of $0.79 per share, additional harvested gains which occurred subsequent to quarter end and significant net unrealized appreciation in our equity portfolio. We continued to efficiently raise equity capital during the quarter, raising over $68 million on our Equity ATM Program. In April 2025, we increased commitments by $25 million on our Corporate Credit Facility to $510 million. Additionally, we received a license from the U.S. Small Business Administration to operate a second SBIC subsidiary. This license provides Capital Southwest with access to up to an additional $175 million in cost effective debt capital, bringing Capital Southwest’s aggregate borrowing capacity through the SBIC program to a total of up to $350 million.”

    Fourth Quarter Fiscal Year Investment Activities

    During the quarter ended March 31, 2025, the Company originated $149.9 million in new commitments, consisting of investments in four new portfolio companies totaling $116.3 million and add-on commitments in 15 portfolio companies totaling $33.6 million. New committed originations were comprised of $146.1 million 1st lien senior secured debt and $3.8 million equity.

    During the quarter ended March 31, 2025, the Company received proceeds of $40.6 million from nine portfolio company prepayments and exits, generating net realized gains of $5.1 million. Total proceeds were comprised of $24.6 million from debt investments and $16.0 million from equity investments.

    Fourth Fiscal Quarter 2025 Operating Results

    For the quarter ended March 31, 2025, Capital Southwest reported total investment income of $52.4 million, compared to $52.0 million in the prior quarter. The increase in investment income was primarily attributable to an increase in interest income due to an increase in the average cost basis of investments held, offset by a decrease in prepayment and arranger fees received during the quarter.

    For the quarter ended March 31, 2025, total operating expenses (excluding interest expense) were $8.7 million, compared to $6.6 million in the prior quarter. The increase was primarily attributable to $2.8 million in one-time expenses related to the departure of our former President and Chief Executive Officer during the current quarter.

    For the quarter ended March 31, 2025, interest expense was $15.2 million, compared to $14.7 million in the prior quarter. The increase was primarily attributable to an increase in average debt outstanding.

    For the quarter ended March 31, 2025, total pre-tax net investment income was $28.5 million, compared to $30.7 million in the prior quarter.

    For the quarter ended March 31, 2025, there was a tax provision of $0.6 million, compared to a tax provision of $0.4 million in the prior quarter.

    During the quarter ended March 31, 2025, Capital Southwest recorded total net realized and unrealized losses on investments of $10.3 million, compared to $13.7 million of total net realized and unrealized losses in the prior quarter. For the quarter ended March 31, 2025, the total net realized and unrealized losses on investments reflected net realized and unrealized gains on equity investments of $19.3 million, net realized and unrealized losses on debt investments of $25.7 million and realized and unrealized income tax provision of $3.9 million. The net increase in net assets resulting from operations was $17.6 million for the quarter, compared to $16.3 million in the prior quarter.

    The Company’s NAV at March 31, 2025 was $16.70 per share, compared to $16.59 per share in the prior quarter. The increase in NAV per share from the prior quarter is primarily due to the issuance of common stock at a premium to NAV per share through the Equity ATM Program (as described below), partially offset by net realized and unrealized losses on investments.

    Fiscal Year 2025 Operating Results

    For the year ended March 31, 2025, Capital Southwest reported total investment income of $204.4 million, compared to $178.1 million in the prior year. The increase in investment income was primarily attributable to an increase in average debt investments outstanding and an increase in arranger fees, partially offset by a decrease in weighted average yield on debt investments and a decrease in dividend income.

    For the year ended March 31, 2025, total operating expenses (excluding interest expense) were $29.0 million, compared to $24.1 million in the prior year. The increase in operating expenses (excluding interest expense) during the current year was primarily attributable to one-time expenses related to the departure of our former President and Chief Executive Officer during the current year, an increase in professional fees and an increase in general and administrative expenses.

    For the year ended March 31, 2025, interest expense was $55.0 million, compared to $43.1 million in the prior year. The increase was primarily attributable to an increase in average debt outstanding and an increase in the weighted average interest rate on total debt.

    For the year ended March 31, 2025, total pre-tax net investment income was $120.4 million, compared to $110.9 million in the prior year.

    During the year ended March 31, 2025, Capital Southwest recorded total net realized and unrealized losses on investments of $47.2 million, compared to $26.3 million in the prior year. For the year ended March 31, 2025, the total net realized and unrealized losses on investments reflected net realized and unrealized gains on equity of $28.4 million, net realized and unrealized losses on debt of $69.0 million and realized and unrealized income tax provision of $6.6 million. The net increase in net assets resulting from operations was $70.5 million, compared to $83.4 million in the prior year.

    The Company’s NAV at March 31, 2025 was $16.70, as compared to $16.77 at March 31, 2024. The decrease in NAV per share from the prior year is primarily due to net realized and unrealized losses on investments, partially offset by the issuance of common stock at a premium to NAV per share through the Equity ATM Program (as described below).

    Liquidity and Capital Resources

    At March 31, 2025, Capital Southwest had approximately $43.2 million in unrestricted cash and money market balances and $341.2 million of unused capacity under the Corporate Credit Facility (as defined below) and the SPV Credit Facility (as defined below). The regulatory debt to equity ratio at the end of the quarter was 0.89 to 1.

    As of March 31, 2025, Capital Southwest had the following borrowings outstanding:

    • $235.0 million of total debt outstanding on the Corporate Credit Facility
    • $108.0 million of total debt outstanding on the SPV Credit Facility
    • $148.8 million, net of unamortized debt issuance costs, of the 3.375% Notes due October 2026
    • $70.2 million, net of unamortized debt issuance costs, of the 7.75% Notes due August 2028
    • $223.1 million, net of amortized debt issuance costs, of the 5.125% convertible notes due November 2029
    • $170.9 million, net of unamortized debt issuance costs, of SBA Debentures (as defined below)

    In August 2016, CSWC entered into a senior secured credit facility (the “Corporate Credit Facility”) to provide additional liquidity to support its investment and operational activities. Borrowings under the Corporate Credit Facility accrue interest on a per annum basis at a rate equal to the applicable SOFR rate plus 2.15%. On August 2, 2023, CSWC entered into the Third Amended and Restated Senior Secured Revolving Credit Agreement (the “Credit Agreement”) that (1) increased commitments under the Corporate Credit Facility from $400 million to $435 million; (2) added an uncommitted accordion feature that could increase the maximum commitments up to $750 million; (3) extended the end of the Corporate Credit Facility’s revolving period from August 9, 2025 to August 2, 2027 and extended the final maturity from August 9, 2026 to August 2, 2028; and (4) amended several financial covenants. On December 7, 2023, the Company entered into an Incremental Commitment and Assumption Agreement that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $435 million to $460 million. The $25 million increase was provided by one new lender, bringing the total bank syndicate to ten participants. On September 12, 2024, the Company entered into an Incremental Commitment and Assumption Agreement that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $460 million to $485 million. The $25 million increase was provided by one new lender, bringing the total bank syndicate to 11 participants. On April 9, 2025, the Company entered into Incremental Commitment and Assumption Agreements that increased the total commitments under the accordion feature of the Credit Agreement by $25 million, which increased total commitments from $485 million to $510 million. The $25 million increase was provided by two existing lenders.

    Capital Southwest SPV LLC (“SPV”) is a wholly owned special purpose vehicle that was formed to hold investments for the SPV Credit Facility (as defined below) to support our investment and operating activities. On March 20, 2024, SPV entered into a special purpose vehicle financing credit facility (the “SPV Credit Facility”). The SPV Credit Facility included an initial commitment of $150 million. Pursuant to the terms of the loan agreement, on June 20, 2024, total commitments automatically increased from $150 million to $200 million. The SPV Credit Facility also includes an accordion feature that allows increases up to $400 million of total commitments from new and existing lenders on the same terms and conditions as the existing commitments. Borrowings under the SPV Credit Facility bear interest at three-month Term SOFR plus 2.50% per annum during the revolving period ending on March 20, 2027 and three-month Term SOFR plus an applicable margin of 2.85% thereafter. SPV (i) paid unused commitment fees of 0.10% through April 20, 2024 and (ii) pays unused commitment fees of 0.35% thereafter, on the unused lender commitments under the SPV Credit Facility, in addition to other customary fees. Under the SPV Credit Facility, SPV also pays a utilization fee based on the amount of borrowings utilized. The SPV Credit Facility matures on March 20, 2029.

    On November 4, 2024, the Company issued $230.0 million in aggregate principal amount of 5.125% convertible notes due 2029 (the “2029 Convertible Notes”), including the underwriters’ full exercise of their option to purchase an additional $30.0 million in aggregate principal amount to cover over-allotments. The 2029 Convertible Notes bear interest at a rate of 5.125% per year, payable quarterly on February 15, May 15, August 15 and November 15 of each year. The 2029 Convertible Notes will mature on November 15, 2029, unless earlier converted, redeemed or repurchased. The conversion rate was initially 40.0000 shares of common stock per $1,000 principal amount of 2029 Convertible Notes (equivalent to an initial conversion price of $25.00 per share of common stock), subject to adjustment in some events.

    On December 9, 2024, the Company redeemed $140.0 million in aggregate principal amount of the issued and outstanding 4.50% notes due 2026 (the “January 2026 Notes”) in full. The January 2026 Notes were redeemed at 100% of their principal amount, plus the accrued and unpaid interest thereon, through, but excluding the redemption date. Accordingly, the Company recognized a realized loss on extinguishment of debt, equal to the write-off of the related unamortized debt issuance costs, of $0.4 million during the quarter ended December 31, 2024. There was no “make-whole” premium required to be paid in connection with the redemption.

    The Company has an “at-the-market” offering (the “Equity ATM Program”), pursuant to which the Company may offer and sell, from time to time through sales agents, up to $1 billion of shares of its common stock. During the quarter ended March 31, 2025, the Company sold 2,992,513 shares of its common stock under the Equity ATM Program at a weighted-average price of $22.91 per share, raising $68.6 million of gross proceeds. Net proceeds were $67.5 million after commissions to the sales agents on shares sold. As of March 31, 2025, the Company has $290.0 million available under the Equity ATM Program.

    Our wholly owned subsidiaries, Capital Southwest SBIC I, LP (“SBIC I”) and Capital Southwest SBIC II, LP (“SBIC II” and together with SBIC I, the “SBIC Subsidiaries”), received a license from the Small Business Administration (the “SBA”) to operate as a Small Business Investment Company (“SBIC”) under Section 301(c) of the Small Business Investment Act of 1958, as amended, on April 20, 2021 and April 17, 2025, respectively. The SBIC licenses allow the SBIC Subsidiaries to obtain leverage by issuing SBA-guaranteed debentures (“SBA Debentures”), subject to the issuance of a leverage commitment by the SBA. SBA debentures are loans issued to an SBIC that have interest payable semi-annually and a ten-year maturity. The interest rate is fixed shortly after issuance at a market-driven spread over U.S. Treasury Notes with ten-year maturities. For two or more SBICs under common control, the maximum amount of outstanding SBA debentures cannot exceed $350 million. As of March 31, 2025, SBIC I had a total leverage commitment from the SBA in the amount of $175.0 million, all of which was drawn.

    Share Repurchase Program

    On July 28, 2021, the Company’s Board of Directors (the “Board”) approved a share repurchase program authorizing the Company to repurchase up to $20 million of its outstanding shares of common stock in the open market at certain thresholds below its NAV per share, in accordance with guidelines specified in Rules 10b5-1(c)(1)(i)(B) and 10b-18 under the Securities Exchange Act of 1934, as amended. On August 31, 2021, the Company entered into a share repurchase agreement, which became effective immediately, and the Company will cease purchasing its common stock under the share repurchase program upon the earlier of, among other things: (1) the date on which the aggregate purchase price for all shares equals $20 million including, without limitation, all applicable fees, costs and expenses; or (2) upon written notice by the Company to the broker that the share repurchase agreement is terminated. During the quarter ended March 31, 2025, the Company did not repurchase any shares of the Company’s common stock under the share repurchase program.

    Regular Dividend of $0.58 Per Share and Supplemental Dividend of $0.06 Per Share for Quarter Ended June 30, 2025

    On April 25, 2025, the Board declared a total dividend of $0.64 per share for the quarter ending June 30, 2025, comprised of a Regular Dividend of $0.58 per share and a Supplemental Dividend of $0.06 per share.

    The Company’s dividend will be payable as follows:

    Regular Dividend

    Amount Per Share: $0.58
    Ex-Dividend Date: June 13, 2025
    Record Date: June 13, 2025
    Payment Date: June 30, 2025

    Supplemental Dividend

    Amount Per Share: $0.06
    Ex-Dividend Date: June 13, 2025
    Record Date: June 13, 2025
    Payment Date: June 30, 2025

    When declaring dividends, the Board of Directors reviews estimates of taxable income available for distribution, which may differ from net investment income under generally accepted accounting principles. The final determination of taxable income for each year, as well as the tax attributes for dividends in such year, will be made after the close of the tax year.

    Capital Southwest maintains a dividend reinvestment plan (“DRIP”) that provides for the reinvestment of dividends on behalf of its registered stockholders who hold their shares with Capital Southwest’s transfer agent and registrar, Equiniti Trust Company.  Under the DRIP, if the Company declares a dividend, registered stockholders who have opted into the DRIP by the dividend record date will have their dividend automatically reinvested into additional shares of Capital Southwest’s common stock. 

    Fourth Quarter 2025 Earnings Results Conference Call and Webcast

    Capital Southwest has scheduled a conference call on Thursday, May 15, 2025, at 11:00 a.m. Eastern Time to discuss the fourth quarter 2025 financial results. You may access the call by using the Investor Relations section of Capital Southwest’s website at www.capitalsouthwest.com, or by using http://edge.media-server.com/mmc/p/s389iru5. 

    An audio archive of the conference call will also be available on the Investor Relations section of Capital Southwest’s website.

    For a more detailed discussion of the financial and other information included in this press release, please refer to the Capital Southwest’s Form 10-K for the period ended March 31, 2025 to be filed with the Securities and Exchange Commission (the “SEC”) and Capital Southwest’s Fourth Fiscal Quarter 2025 Earnings Presentation to be posted on the Investor Relations section of Capital Southwest’s website at www.capitalsouthwest.com. 

    About Capital Southwest

    Capital Southwest Corporation (Nasdaq: CSWC) is a Dallas, Texas-based, internally managed business development company with approximately $1.8 billion in investments at fair value as of March 31, 2025. Capital Southwest is a middle market lending firm focused on supporting the acquisition and growth of middle market businesses with $5 million to $50 million investments across the capital structure, including first lien, second lien and non-control equity co-investments. As a public company with a permanent capital base, Capital Southwest has the flexibility to be creative in its financing solutions and to invest to support the growth of its portfolio companies over long periods of time.

    Forward-Looking Statements

    This press release contains historical information and forward-looking statements with respect to the business and investments of Capital Southwest, including, but not limited to, the statements about Capital Southwest’s future performance and financial performance and financial condition, and the timing, form and amount of any distributions or supplemental dividends in the future. Forward-looking statements are statements that are not historical statements and can often be identified by words such as “will,” “believe,” “expect” and similar expressions and variations or negatives of these words. These statements are based on management’s current expectations, assumptions and beliefs. They are not guarantees of future results and are subject to numerous risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement. These risks include risks related to: changes in the markets in which Capital Southwest invests; changes in the financial, capital, and lending markets; changes in the interest rate environment and its impact on our business and our portfolio companies; regulatory changes; tax treatment; our ability to operate the SBIC Subsidiaries as small business investment companies; the uncertainty associated with the imposition of tariffs and trade barriers and changes in trade policy and its impact on our portfolio companies and our financial condition; an economic downturn and its impact on the ability of our portfolio companies to operate and the investment opportunities available to us; the impact of supply chain constraints on our portfolio companies; and the elevated levels of inflation and its impact on our portfolio companies and the industries in which we invests.

    Readers should not place undue reliance on any forward-looking statements and are encouraged to review Capital Southwest’s Annual Report on Form 10-K for the year ended March 31, 2025 and any subsequent filings with the SEC, including the “Risk Factors” sections therein, for a more complete discussion of the risks and other factors that could affect any forward-looking statements. Except as required by the federal securities laws, Capital Southwest does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.

    Investor Relations Contact:

    Michael S. Sarner, President and Chief Executive Officer
    214-884-3829

    (1) Adjusted pre-tax net investment income is a non-GAAP measure. This non-GAAP measure is included to supplement the Company’s financial information presented in accordance with GAAP and because the Company believes such measure is a useful indicator of operations and enhances investors’ ability to analyze trends in the Company’s business exclusive of a tax provision and the one-time net expenses related to the departure of Capital Southwest’s former President and Chief Executive Officer. However, the non-GAAP measure has limitations and should not be considered in isolation or as a substitute for analysis of the Company’s financial results as reported under GAAP.

    Non-GAAP measures are not in accordance with, or an alternative to, measures prepared in accordance with GAAP and may be different from non-GAAP measures used by other companies. In addition, non-GAAP measures are not based on any comprehensive set of accounting rules or principles. This measure should only be used to evaluate the Company’s results of operations in conjunction with its corresponding GAAP measure. Pursuant to the requirements of Item 10(e) of Regulation S-K, as promulgated under the Securities Exchange Act of 1934, as amended, the Company has provided a reconciliation of these non-GAAP measures in the above disclosure.

    CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF ASSETS AND LIABILITIES
    (In thousands, except shares and per share data)
           
      March 31,   March 31,
        2025       2024  
      (Unaudited)    
    Assets      
    Investments at fair value:      
    Non-control/Non-affiliate investments (Cost: $1,403,623 and $1,276,690, respectively) $ 1,436,316     $ 1,286,355  
    Affiliate investments (Cost: $304,824 and $200,013, respectively)   292,891       190,206  
    Control investments (Cost: $70,913 and $0, respectively)   56,092       —  
    Total investments (Cost: $1,779,360 and $1,476,703, respectively)   1,785,299       1,476,561  
    Cash and cash equivalents   43,221       32,273  
    Restricted cash   1,650       —  
    Receivables:      
    Dividends and interest   30,303       22,928  
    Escrow   1,926       16  
    Other   2,018       7,276  
    Income tax receivable   94       336  
    Debt issuance costs (net of accumulated amortization of $10,357 and $7,741, respectively)   9,266       10,928  
    Other assets   9,063       6,440  
    Total assets $ 1,882,840     $ 1,556,758  
           
    Liabilities      
    SBA Debentures (net of $4,082 and $4,305, respectively, of unamortized debt issuance costs) $ 170,918     $ 148,695  
    January 2026 Notes (net of $0 and $612, respectively, of unamortized debt issuance costs)   —       139,388  
    October 2026 Notes (net of $1,154 and $1,923, respectively, of unamortized debt issuance costs)   148,846       148,077  
    August 2028 Notes (net of $1,681 and $2,182, respectively, of unamortized debt issuance costs)   70,194       69,693  
    2029 Convertible Notes (net of $6,893 and $0, respectively, of unamortized debt issuance costs)   223,107       —  
    Credit Facilities   343,000       265,000  
    Other liabilities   23,038       17,381  
    Accrued restoration plan liability   555       570  
    Income tax payable   2,769       281  
    Deferred tax liability   16,780       11,997  
    Total liabilities   999,207       801,082  
           
    Commitments and contingencies (Note 12)      
           
    Net Assets      
    Common stock, $0.25 par value: authorized, 75,000,000 shares at March 31, 2025 and March 31, 2024; issued, 52,912,796 shares at March 31, 2025 and 45,050,759 shares at March 31, 2024   13,228       11,263  
    Additional paid-in capital   959,123       796,945  
    Total distributable (loss) earnings   (88,718 )     (52,532 )
    Total net assets   883,633       755,676  
    Total liabilities and net assets $ 1,882,840     $ 1,556,758  
    Net asset value per share (52,912,796 shares outstanding at March 31, 2025 and 45,050,759 shares outstanding at March 31, 2024) $ 16.70     $ 16.77  
                   
    CAPITAL SOUTHWEST CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    (In thousands, except shares and per share data)
               
      Years Ended
      March 31,
        2025       2024       2023  
      (Unaudited)        
    Investment income:          
    Interest income:          
    Non-control/Non-affiliate investments $ 152,952     $ 133,329     $ 87,982  
    Affiliate investments   20,015       17,209       11,658  
    Control investments   1,226       —       —  
    Payment-in-kind interest income:          
    Non-control/Non-affiliate investments   9,819       7,737       2,382  
    Affiliate investments   2,214       2,471       3,060  
    Control investments   644       —       —  
    Dividend income:          
    Non-control/Non-affiliate investments   4,125       3,533       1,824  
    Affiliate investments   421       230       141  
    Control investments   —       7,983       7,337  
    Fee income:          
    Non-control/Non-affiliate investments   8,340       4,257       4,057  
    Affiliate investments   2,179       759       638  
    Control investments   135       82       100  
    Other income   2,369       545       121  
    Total investment income   204,439       178,135       119,300  
    Operating expenses:          
    Compensation   11,143       10,631       9,870  
    Share-based compensation   6,963       4,518       3,705  
    Interest   54,959       43,088       28,873  
    Professional fees   4,685       3,705       3,180  
    General and administrative   6,242       5,244       4,632  
    Total operating expenses   83,992       67,186       50,260  
    Income before taxes   120,447       110,949       69,040  
    Federal income, excise and other taxes   1,424       1,135       630  
    Deferred taxes   841       (191 )     (301 )
    Total income tax provision   2,265       944       329  
    Net investment income $ 118,182     $ 110,005     $ 68,711  
    Realized (loss) gain          
    Non-control/Non-affiliate investments $ (46,722 )   $ (18,062 )   $ (5,872 )
    Affiliate investments   273       (6,500 )     (11,027 )
    Control investments   (260 )     (15,047 )     —  
    Income tax (provision) benefit   (2,941 )     (286 )     (130 )
    Total net realized (loss) gain on investments, net of tax   (49,650 )     (39,895 )     (17,029 )
    Net unrealized appreciation (depreciation) on investments          
    Non-control/Non-affiliate investments   916       1,584       (6,942 )
    Affiliate investments   6,354       (6,688 )     6,014  
    Control investments   (1,188 )     18,727       (11,147 )
    Income tax (provision) benefit   (3,659 )     17       (6,514 )
    Total net unrealized appreciation (depreciation) on investments, net of tax   2,423       13,640       (18,589 )
    Net realized and unrealized (losses) gains on investments   (47,227 )     (26,255 )     (35,618 )
    Realized loss on extinguishment of debt   (387 )     (361 )     —  
    Realized loss on disposal of fixed assets   (20 )     —       —  
    Net increase in net assets from operations $ 70,548     $ 83,389     $ 33,093  
               
    Pre-tax net investment income per share – basic $ 2.50     $ 2.72     $ 2.30  
    Net investment income per share – basic $ 2.46     $ 2.70     $ 2.29  
    Net increase in net assets from operations – basic $ 1.47     $ 2.05     $ 1.10  
    Net increase in net assets from operations – diluted $ 1.47     $ 2.05     $ 1.10  
    Weighted average common shares outstanding – basic   47,448,093       40,727,133       30,015,533  
    Weighted average common shares outstanding – diluted   51,187,714       40,727,133       30,015,533  

    The MIL Network –

  • MIL-OSI: Snail, Inc. Reports First Quarter 2025 Financial Results

    Source: GlobeNewswire (MIL-OSI)

    CULVER CITY, Calif., May 14, 2025 (GLOBE NEWSWIRE) —  Snail, Inc. (Nasdaq: SNAL) (“Snail Games” or the “Company”), a leading global independent developer and publisher of interactive digital entertainment, today announced financial results for its first quarter ended March 31, 2025.

    First Quarter 2025 and Recent Operational Highlights

    ARK Franchise Updates:

    • ARK: Survival Evolved (“ASE”):
      • Units sold were approximately 690,775 for the first quarter 2025
      • Revealed teaser trailer for ARK: Aquatica, a new in-house developed downloadable content (“DLC”) expansion map for ASE
    • ARK: Survival Ascended (“ASA”):
      • Units sold were approximately 751,960 for the first quarter 2025
      • Launched the Astraeos Map as an Official Partner DLC for ASA
      • Revealed the official trailer for ARK: Lost Colony, the next DLC for ASA produced by Studio Wildcard
    • ARK: Ultimate Mobile Edition (“ARK Mobile”) :
      • Surpassed 4.8 million downloads as of March 31, 2025
      • Launched the Ragnarok expansion map and the Extinction map
      • In the three months ended March 31, 2025, average DAUs totaled 143,976

    Game Portfolio Updates:

    • Debuted teaser trailers for two in-house developed projects, Nine Yin Sutra: Wushu and Nine Yin Sutra: Immortal
    • Launched new trailers for upcoming games: For The Stars, Honeycomb: The World Beyond, Robots at Midnight, and Echoes of Elysium
    • Celebrated Bellwright’s one-year Early Access anniversary in April 2025 and introduced major update with significant content and player-requested features. Bellwright will be making its way to Xbox
    • Launched The Cecil: The Journey Begins and Chasmal Fear
    • Company indie publishing label, Wandering Wizards, acquired publishing rights to Whispers of West Grove

    Business Updates:

    • Company subsidiary Interactive Films LLC (“Interactive Films”) signed a Memorandum of Understanding (“MoU”) with Mega Matrix Inc. (“MPU”) for the joint development, production, and global distribution of short dramas

    Management Commentary

    Company co-Chief Executive Officer Tony Tian commented: “The first quarter saw sustained growth and strong engagement across our ARK franchise. Our ARK franchise had an increase in daily active users in the first quarter of 2025 of approximately 16%, up to 243,000 on the Steam and Epic platforms, when compared to the same period in 2024. We unveiled and released new maps and DLCs for ASE, ASA, and our mobile title, delivering fresh, immersive experiences that continue to expand the ARK universe and deepen player engagement. ARK: Ultimate Mobile Edition maintained strong momentum since launch last quarter, a promising indicator of our ongoing efforts to broaden ARK’s audience. The mobile platform removes hardware barriers, opening the franchise to a new and growing player base. In February, we participated in GDC, where we unveiled a series of new trailers, announcements, and upcoming content for the ARK franchise and our broader game portfolio.”

    “Next month marks a major milestone: the 10-year anniversary of ASE. This pivotal moment for Snail Games offers an opportunity to celebrate the franchise’s legacy and community. Beyond gaming, we also signed a MoU with Mega Matrix to co-develop at least 10 short dramas. In support of this initiative, we soft-launched Salty TV, our mobile short film platform, last quarter, which currently hosts 49 short dramas. We look forward to finalizing the agreement and working closely with the MPU team to deliver high-quality entertainment content. As we look to the remainder of 2025, our focus remains on expanding global reach, investing in scalable growth, commemorating ARK’s 10-year journey, and continuing to deliver innovative experiences that engage players and audiences across multiple platforms and genres.”

    First Quarter 2025 Financial Highlights

    Net revenues for the three months ended March 31, 2025, increased 42.5% to $20.1 million compared to $14.1 million in the same period last year. The increase was primarily due to an increase in total ARK sales of $2.7 million, an increase in ARK Mobile sales of $1.3 million that was driven by the release of ARK: Ultimate Mobile Edition, and the Company deferring $3.3 million less of its sales during the three months ended March 31, 2025 than it deferred in the same period last year, partially offset by a decrease in revenues related to other games of $1.6 million.

    Net loss for the three months ended March 31, 2025, was $(1.9) million compared to $(1.8) million in the same period last year; as a result of the aforementioned increase in net revenue offset by increases in the costs of revenues and operating expenses – a result of the Company’s increased headcount, research and development, and marketing expenses.

    Bookings for the three months ended March 31, 2025, increased 13.6% to $22.2 million compared to $19.6 million in the same period last year. The increase was primarily due to the releases of ARK: Survival Ascended DLC Astraeos in the first quarter of 2025, the releases of Bobs Tall Tales, and Bellwright in the latter quarters of 2024.

    Earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the three months ended March 31, 2025, was $(3.2) million compared to $(1.9) million in the same period last year. The decrease was primarily due to an increase in benefit from income taxes of $1.0 million, a decrease in interest expense of $0.3 million, and an increase in net loss of $0.1 million, partially offset by a decrease in interest income and interest income – related parties of $0.1 million.

    As of March 31, 2025, unrestricted cash was $9.4 million compared to $7.3 million as of December 31, 2024.

    Use of Non-GAAP Financial Measures

    In addition to the financial results determined in accordance with U.S. generally accepted accounting principles, or GAAP, Snail believes Bookings and EBITDA, as non-GAAP measures, are useful in evaluating its operating performance. Bookings and EBITDA are non-GAAP financial measures that are presented as supplemental disclosures and should not be construed as alternatives to net income (loss) or revenue as indicators of operating performance, nor as alternatives to cash flow provided by operating activities as measures of liquidity, both as determined in accordance with GAAP. Snail supplementally presents Bookings and EBITDA because they are key operating measures used by management to assess financial performance. Bookings adjusts for the impact of deferrals and, Snail believes, provides a useful indicator of sales in a given period. EBITDA adjusts for items that Snail believes do not reflect the ongoing operating performance of its business, such as certain non-cash items, unusual or infrequent items or items that change from period to period without any material relevance to its operating performance. Management believes Bookings and EBITDA are useful to investors and analysts in highlighting trends in Snail’s operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which Snail operates and capital investments.

    Bookings is defined as the net amount of products and services sold digitally or physically in the period. Bookings is equal to revenues, excluding the impact from deferrals. Below is a reconciliation of total net revenue to Bookings, the closest GAAP financial measure.

        Three months ended
    March 31,
        2025     2024
        (in millions)
    Total net revenue   $ 20.1     $ 14.1
    Change in deferred net revenue     2.1       5.5
    Bookings   $ 22.2     $ 19.6

    We define EBITDA as net loss before (i) interest expense, (ii) interest income, (iii) benefit from income taxes and (iv) depreciation expense. The following table provides a reconciliation from net loss to EBITDA:

        Three months ended March 31,
        2025     2024  
        (in millions)
    Net loss   $ (1.9 )   $ (1.8 )
    Interest income and interest income - related parties     –       (0.1 )
    Interest expense     0.1       0.4  
    Benefit from income taxes     (1.5 )     (0.5 )
    Depreciation expense     0.1       0.1  
    EBITDA   $ (3.2 )   $ (1.9 )

    Webcast Details

    The Company will host a webcast at 4:30 PM ET today to discuss the first quarter 2025 financial results. Participants may access the live webcast and replay via the link here or on the Company’s investor relations website at https://investor.snail.com/.

    Forward-Looking Statements

    This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential,” or the negative of these terms or other similar expressions. Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding Snail’s intent, belief or current expectations. These forward-looking statements include information about possible or assumed future results of Snail’s business, financial condition, results of operations, liquidity, plans and objectives. The statements Snail makes regarding the following matters are forward-looking by their nature: growth prospects and strategies; launching new games and additional functionality to games that are commercially successful; expectations regarding significant drivers of future growth; its ability to retain and increase its player base and develop new video games and enhance existing games; competition from companies in a number of industries, including other casual game developers and publishers and both large and small, public and private Internet companies; its ability to attract and retain a qualified management team and other team members while controlling its labor costs; its relationships with third-party platforms such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, My Nintendo Store, the Apple App Store, the Google Play Store and the Amazon Appstore; the size of addressable markets, market share and market trends; its ability to successfully enter new markets and manage international expansion; protecting and developing its brand and intellectual property portfolio; costs associated with defending intellectual property infringement and other claims; future business development, results of operations and financial condition; the ongoing conflicts involving Russia and Ukraine, and Israel and Hamas, on its business and the global economy generally; actions in various countries, particularly in China and the United States, have created uncertainty with respect to tariff impacts on the costs of our merchandise and costs of development; rulings by courts or other governmental authorities; the Company’s current program to repurchase shares of its Class A common stock, including expectations regarding the timing and manner of repurchases made under this share repurchase program; its plans to pursue and successfully integrate strategic acquisitions; and assumptions underlying any of the foregoing.

    Further information on risks, uncertainties and other factors that could affect Snail’s financial results are included in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its annual reports on Form 10-K and quarterly reports on Form 10-Q filed, or to be filed, with the SEC. You should not rely on these forward-looking statements, as actual outcomes and results may differ materially from those expressed or implied in the forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on management’s beliefs and assumptions and on information currently available to Snail, and Snail does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

    About Snail, Inc.

    Snail, Inc. (Nasdaq: SNAL) is a leading, global independent developer and publisher of interactive digital entertainment for consumers around the world, with a premier portfolio of premium games designed for use on a variety of platforms, including consoles, PCs, and mobile devices. For more information, please visit: https://snail.com/.

    Investor Contact:

    John Yi and Steven Shinmachi
    Gateway Group, Inc.
    949-574-3860
    SNAL@gateway-grp.com

    Snail, Inc. and Subsidiaries
    Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024 (Unaudited)

    		  
        March 31, 2025     December 31, 2024  
                 
    ASSETS                
                     
    Current Assets:                
    Cash and cash equivalents   $ 9,359,116     $ 7,303,944  
    Accounts receivable, net of allowances for credit losses of $523,500 as of March 31, 2025 and December 31, 2024     9,118,269       9,814,822  
    Accounts receivable – related party     1,332,867       2,336,274  
    Loan and interest receivable – related party     106,252       105,759  
    Prepaid expenses – related party     2,536,748       2,521,291  
    Prepaid expenses and other current assets     1,468,062       1,846,024  
    Prepaid taxes     7,174,973       7,318,424  
    Total current assets     31,096,287       31,246,538  
                     
    Restricted cash and cash equivalents     935,000       935,000  
    Accounts receivable – related party, net of current portion     592       1,500,592  
    Prepaid expenses – related party, net of current portion     9,907,669       9,378,594  
    Property and equipment, net     4,310,448       4,378,352  
    Intangible assets, net     2,159,141       973,914  
    Deferred income taxes     12,852,299       10,817,112  
    Other noncurrent assets     2,282,709       1,683,932  
    Operating lease right-of-use assets, net     953,082       1,279,330  
    Total assets   $ 64,497,227     $ 62,193,364  
                     
    LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY                
                     
    Current Liabilities:                
    Accounts payable   $ 4,241,403     $ 4,656,367  
    Accounts payable – related party     15,716,600       15,383,171  
    Accrued expenses and other liabilities     2,886,414       4,499,280  
    Interest payable – related parties     527,770       527,770  
    Revolving loan     3,000,000       3,000,000  
    Convertible notes at fair value     2,854,518       –  
    Current portion of long-term promissory note     2,701,003       2,722,548  
    Current portion of deferred revenue     3,864,474       3,947,559  
    Current portion of operating lease liabilities     1,042,688       1,444,385  
    Total current liabilities     36,834,870       36,181,080  
                     
    Accrued expenses     265,251       265,251  
    Deferred revenue, net of current portion     23,740,999       21,519,888  
    Operating lease liabilities, net of current portion     52,921       57,983  
    Total liabilities     60,894,041       58,024,202  
                     
    Commitments and contingencies                
                     
    Stockholders’ Equity:                
    Class A common stock, $0.0001 par value, 500,000,000 shares authorized; 9,815,355 shares issued and 8,465,080 shares outstanding as of March 31, 2025, and 9,626,070 shares issued and 8,275,795 shares outstanding as of December 31, 2024     981       962  
    Class B common stock, $0.0001 par value, 100,000,000 shares authorized; 28,748,580 shares issued and outstanding as of March 31, 2025 and December 31, 2024     2,875       2,875  
    Additional paid-in capital     27,063,795       25,738,082  
    Accumulated other comprehensive loss     (224,202 )     (279,457 )
    Accumulated deficit     (14,063,392 )     (12,117,385 )
    Treasury stock at cost (1,350,275 shares as of March 31, 2025 and December 31, 2024)     (3,671,806 )     (3,671,806 )
    Total Snail, Inc. equity     9,108,251       9,673,271  
    Noncontrolling interests     (5,505,065 )     (5,504,109 )
    Total stockholders’ equity     3,603,186       4,169,162  
    Total liabilities, noncontrolling interests and stockholders’ equity   $ 64,497,227     $ 62,193,364  
    Snail, Inc. and Subsidiaries
    Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (Unaudited)    		  
                 
        Three months ended March 31,  
        2025     2024  
                 
    Revenues, net   $ 20,110,872     $ 14,115,729  
    Cost of revenues     14,263,345       12,041,698  
                     
    Gross profit     5,847,527       2,074,031  
                     
    Operating expenses:                
    General and administrative     4,964,351       2,282,040  
    Research and development     3,609,745       1,776,522  
    Advertising and marketing     1,306,365       141,030  
    Depreciation and amortization     67,904       82,338  
    Total operating expenses     9,948,365       4,281,930  
                     
    Loss from operations     (4,100,838 )     (2,207,899 )
                     
    Other income (expense):                
    Interest income     29,906       99,762  
    Interest income – related parties     493       499  
    Interest expense     (80,828 )     (395,964 )
    Other income     769,762       227,066  
    Foreign currency transaction income (loss)     (36,288 )     18,128  
    Total other income (expense), net     683,045       (50,509 )
                     
    Loss before benefit from income taxes     (3,417,793 )     (2,258,408 )
                     
    Benefit from income taxes     (1,470,830 )     (477,950 )
                     
    Net loss     (1,946,963 )     (1,780,458 )
                     
    Net loss attributable to non-controlling interests     (956 )     (1,129 )
                     
    Net loss attributable to Snail, Inc.   $ (1,946,007 )   $ (1,779,329 )
                     
    Comprehensive loss statement:                
                     
    Net loss   $ (1,946,963 )   $ (1,780,458 )
                     
    Other comprehensive income (loss) related to foreign currency translation adjustments, net of tax     33,232       (19,297 )
    Other comprehensive income (loss) related to credit adjustments, net of tax     22,023       –  
                     
    Total comprehensive loss   $ (1,891,708 )   $ (1,799,755 )
                     
    Net loss attributable to Class A common stockholders:                
    Basic   $ (441,731 )   $ (385,722 )
    Diluted   $ (521,393 )   $ (385,722 )
                     
    Net loss attributable to Class B common stockholders:                
    Basic   $ (1,504,276 )   $ (1,393,607 )
    Diluted   $ (1,775,558 )   $ (1,393,607 )
                     
    Loss per share attributable to Class A and B common stockholders:                
    Basic   $ (0.05 )   $ (0.05 )
    Diluted   $ (0.06 )   $ (0.05 )
                     
    Weighted-average shares used to compute loss per share attributable to Class A common stockholders:                
    Basic     8,442,025       7,957,031  
    Diluted     9,241,822       7,957,031  
                     
    Weighted-average shares used to compute loss per share attributable to Class B common stockholders:                
    Basic     28,748,580       28,748,580  
    Diluted     28,748,580       28,748,580  
    Snail, Inc. and Subsidiaries
    Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (Unaudited)

    		  
        2025     2024  
                 
    Cash flows from operating activities:                
    Net loss   $ (1,946,963 )   $ (1,780,458 )
    Adjustments to reconcile net loss to net cash provided by operating activities:                
    Amortization – intangible assets, net     35,516       200  
    Amortization – film assets     212,709       –  
    Amortization – loan origination fees and debt discounts     (1,889 )     47,729  
    Accretion – convertible notes     –       181,754  
    Gain on change in fair value of convertible notes     (117,105 )     –  
    Gain on change in fair value of warrant liabilities     (639,518 )     –  
    Depreciation and amortization – property and equipment     67,904       82,338  
    Stock-based compensation expense (income)     843,619       (926,875 )
    Deferred taxes, net     (2,041,515 )     (555,781 )
                     
    Changes in assets and liabilities:                
    Accounts receivable     696,553       17,759,629  
    Accounts receivable – related party     2,503,407       (1,085,213 )
    Prepaid expenses – related party     (544,532 )     (1,351,838 )
    Prepaid expenses and other current assets     377,962       (1,779,508 )
    Prepaid taxes     143,451       70,407  
    Other noncurrent assets     (656,562 )     –  
    Accounts payable     (198,705 )     (1,938,654 )
    Accounts payable – related party     623,430       (6,143,374 )
    Accrued expenses and other liabilities     (650,236 )     (461,311 )
    Loan and interest receivable – related party     (493 )     (499 )
    Lease liabilities     (80,510 )     (64,821 )
    Deferred revenue     2,138,026       4,723,462  
    Net cash provided by operating activities     764,549       6,777,187  
                     
    Cash flows from investing activities:                
    Acquisition of software     (290,000 )     –  
    Acquisition of software licenses     (1,412,000 )     –  
    Investments in software     (177,002 )     –  
    Net cash used in investing activities     (1,879,002 )     –  
    Cash flows from financing activities:                
    Repayments on promissory note     (21,546 )     (20,484 )
    Repayments on notes payable     –       (2,333,333 )
    Repayments on convertible notes     –       (269,550 )
    Repayments on revolving loan     –       (3,000,000 )
    Cash proceeds from exercise of warrants     159,000       –  
    Proceeds from issuance of convertible notes     3,000,000       –  
    Payments of capitalized offering costs     –       (262,914 )
    Net cash provided by (used in) financing activities     3,137,454       (5,886,281 )
                     
    Effect of foreign currency translation on cash and cash equivalents     32,171       (19,186 )
                     
    Net increase in cash and cash equivalents, and restricted cash and cash equivalents     2,055,172       871,720  
                     
    Cash and cash equivalents, and restricted cash and cash equivalents – beginning of the period     8,238,944       16,314,319  
                     
    Cash and cash equivalents, and restricted cash and cash equivalents – end of the period   $ 10,294,116     $ 17,186,039  
                     
    Supplemental disclosures of cash flow information                
    Cash paid during the period for:                
    Interest   $ 97,260     $ 171,101  
    Income taxes   $ 184,707     $ 1,871  
    Noncash transactions during the period for:                
    Debt converted to equity   $ –     $ (60,000 )
    Liabilities converted to equity upon exercise of warrants   $ 323,113     $ –  
    Acquisition of film licenses in accounts payable   $ 152,000     $ –  
    Acquisition of software and software licenses in accounts payable and accrued expenses   $ 51,741     $  –  
    Change in fair value of notes recorded in accumulated other comprehensive income   $ 22,023     $  –  

    The MIL Network –

  • MIL-OSI: Aterian Reports 2025 First Quarter Financial Results

    Source: GlobeNewswire (MIL-OSI)

    SUMMIT, N.J., May 14, 2025 (GLOBE NEWSWIRE) — Aterian, Inc. (Nasdaq: ATER) (“Aterian” or the “Company”), a consumer products company, today announced financial results for the first quarter ended March 31, 2025 (“Q1 2025”). The Company also provided an update on a series of initiatives that are underway to mitigate the impact of tariffs on the Company’s performance, including the commencement of a cost optimization plan designed to produce annual savings of approximately $5 – $6 million.

    “While tariffs did not have a direct impact on our first quarter results, the uncertainty in the broader macroeconomic environment led to some softness in consumer demand,” said Arturo Rodriguez, Chief Executive Officer. “That said, sales seasonality remained consistent with prior years, and we continued to see solid performance across our core products.”

    First Quarter 2025 Highlights
    All comparisons are to the first quarter ended March 31, 2024 (“Q1 2024”)

    • Net revenue was $15.4 million compared to $20.2 million, primarily reflecting the previously announced SKU rationalization designed to focus on the Company’s most profitable products and changes to Amazon’s affiliate market program leading to reduced traffic and conversions for certain products.
    • Gross margin was 61.4% compared to 65.1%, reflecting a change in product mix.
    • Contribution margin decreased to 13.4% from 14.1%.
    • Operating loss narrowed to $(3.7) million from an operating loss of $(5.3) million. Q1 2025 operating loss included $(0.8) million of non-cash stock compensation, while Q1 2024 operating loss included $(1.7) million of non-cash stock compensation, and restructuring costs of $(0.6) million.
    • Net loss improved to $(3.9) million from $(5.2) million. Q1 2025 net loss included ($0.8) million of non-cash stock compensation and a gain on fair value of warrant liability of $0.1 million, while Q1 2024 net loss included ($1.7) million of non-cash stock compensation, restructuring costs of $(0.6) million, and a gain on fair value of warrant liability of $0.5 million.
    • Adjusted EBITDA loss was $(2.5) million compared to a loss of $(2.6) million.
    • Total cash balance at March 31, 2025 declined to $14.3 million from $18.0 million at December 31, 2024.

    Tariff Mitigation Initiatives and Cost Optimization Plan

    Mr. Rodriguez continued, “The uncertainty created by tariffs and broader macroeconomic conditions has energized our team to manage those elements of Aterian’s business that are within our control, including: 1) reducing fixed costs; 2) accelerating our plan of re-sourcing and diversifying our manufacturing; 3) hastening our advance towards a more resilient business model by deepening our expansion into consumables, the majority of which will be US-manufactured; and 4) strategically raising prices.”

    “The actions we are taking will allow us to maintain an acceptable level of revenue during this transition period, conserve cash, preserve margin, maximize cash flow, and optimize our cost structure, all while maintaining the high level of innovation and customer service that has defined our company. This is a significant undertaking; however, we believe that these initiatives will mitigate the effects of tariffs on our results in 2025 and position Aterian to pivot towards a return to growth and profitability beyond 2025, even under prolonged tariff pressure.”

    Tariff Response

    • Accelerated product re-sourcing and diversification initiatives to regions with more favorable cost and tariff structures.
    • Established a new goal of manufacturing no more than 30% of goods from China by the end of 2025 compared to a previously stated objective to reduce manufacturing in China to less than 40% by the second half of 2026.
    • Implemented strategic pricing increases across our product portfolio.
    • Remained on track for the late Q3 2025 launch of our Squatty Potty flushable wipes. We are redoubling our efforts to launch a portfolio of new tariff-exempt US-sourced consumable products in 2025, including additional wipe-based products.
    • Paused new product category launches originating in Asia, specifically our hard electronic goods.
    • Implemented supply chain and inventory changes, including partnering with our manufacturers to find cost savings, renegotiating price and delivery timelines, and accelerating expansion into non-US territories to mitigate the impact of tariffs and redirect a portion of our previously produced China inventory.

    Cost Optimization Plan

    These initiatives include emphasizing targeted workforce reductions and vendor savings. The plan is expected to generate $5-$6 million of pre-tax cost savings, $5 million of which is expected to be realized by the end of 2025 with the balance realized in 2026. The Company currently estimates that it will incur approximately $2.3 million in total costs associated with the plan.

    Guidance Commentary

    Josh Feldman, Chief Financial Officer, commented, “The current economic landscape is marked by significant uncertainty, and the rapidly changing market conditions make it challenging to predict future developments. Because of that, we are withdrawing our previously issued net revenue and Adjusted EBITDA guidance for 2025. However, we do believe that the steps underway will soften the impact of tariffs and their related costs for much of 2025. We will continue to evaluate our ability to provide guidance as the year progresses.”

    Webcast and Conference Call Information

    Aterian will host a live conference call to discuss financial results today, May 14, 2025, at 5:00 p.m. Eastern Time, which will be accessible by telephone and the internet. Investors interested in participating in the live call can dial:

    • (800) 715-9871 (Domestic)
    • (646) 307-1963 (International)
      Passcode: 1616427

    Participants may also access the call through a live webcast at https://ir.aterian.io. The archived online replay will be available for a limited time after the call in the investors section of the Aterian corporate website.

    Non-GAAP Financial Measures
    For more information on our non-GAAP financial measures and a reconciliation of GAAP to non-GAAP measures, please see the “Non-GAAP Financial Measures” section below. The most directly comparable GAAP financial measure for EBITDA and adjusted EBITDA is net loss and we are reporting a net loss for the quarter ending March 31, 2025 due primarily to our operating losses, which includes stock-based compensation expense, and interest expense. We are unable to reconcile the forward-looking statements of EBITDA and adjusted EBITDA in this press release to their nearest GAAP measures because the nearest GAAP financial measures are not accessible on a forward-looking basis and reconciling information is not available without unreasonable effort.

    About Aterian, Inc.
    Aterian, Inc. (Nasdaq: ATER) is a consumer products company that builds and acquires leading e-commerce brands with top-selling consumer products, in multiple categories, including home and kitchen appliances, health and wellness and air quality devices. The Company sells across the world’s largest online marketplaces with a focus on Amazon, Walmart and Target in the U.S. and on its own direct to consumer websites. Our primary brands include Squatty Potty, hOmeLabs, Mueller Living, PurSteam, Healing Solutions and Photo Paper Direct.

    Forward Looking Statements
    All statements other than statements of historical facts included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements including, in particular, the statements regarding our ability to successfully implement our tariff mitigation and cost optimization plans, and the current global environment and inflation and our ability to return to growth and profitability beyond 2025, even under prolonged tariff pressure. These forward-looking statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties and other factors, all of which are difficult to predict and many of which are beyond our control and could cause actual results to differ materially and adversely from those described in the forward-looking statements. These risks include, but are not limited to, those related to our ability to continue as a going concern, the effect of tariffs and other costs on our results, our ability to continue to operate following our reduction in workforce, our ability to meet financial covenants with our lenders, our ability to maintain and to grow market share in existing and new product categories; our ability to continue to profitably sell the SKUs we operate; our ability to maintain Amazon’s Prime badge on our seller accounts or reinstate the Prime badge in the event of any removal of such badge by Amazon; our ability to create operating leverage and efficiency when integrating companies that we acquire, including through the use of our team’s expertise, the economies of scale of our supply chain and automation driven by our platform; those related to our ability to grow internationally and through the launch of products under our brands and the acquisition of additional brands; those related to consumer demand, our cash flows, financial condition, forecasting and revenue growth rate; our supply chain including sourcing, manufacturing, warehousing and fulfillment; our ability to manage expenses, working capital and capital expenditures efficiently; our business model and our technology platform; our ability to disrupt the consumer products industry; our ability to generate profitability and stockholder value; international tariffs and trade measures; inventory management, product liability claims, recalls or other safety and regulatory concerns; reliance on third party online marketplaces; seasonal and quarterly variations in our revenue; acquisitions of other companies and technologies and our ability to integrate such companies and technologies with our business; our ability to continue to access debt and equity capital (including on terms advantageous to the Company) and the extent of our leverage; and other factors discussed in the “Risk Factors” section of our most recent periodic reports filed with the Securities and Exchange Commission (“SEC”), all of which you may obtain for free on the SEC’s website at www.sec.gov.

    Although we believe that the expectations reflected in our forward-looking statements are reasonable, we do not know whether our expectations will prove correct. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, even if subsequently made available by us on our website or otherwise. We do not undertake any obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

    Investor Contact:

    The Equity Group

    Devin Sullivan
    Managing Director
    dsullivan@equityny.com

    Conor Rodriguez
    Associate
    crodriguez@equityny.com

           
    ATERIAN, INC.
    Consolidated Balance Sheets
    (in thousands, except share and per share data)
           
      December 31,
    2024    		   March 31,
    2025
    ASSETS      
    Current assets:      
    Cash $ 17,998     $ 14,337  
    Accounts receivable, net   3,782       3,391  
    Inventory   13,749       18,144  
    Prepaid and other current assets   3,190       3,512  
    Total current assets   38,719       39,384  
    Property and equipment, net   685       689  
    Intangibles, net   9,757       9,366  
    Other non-current assets   381       379  
    Total assets $ 49,542     $ 49,818  
    LIABILITIES AND STOCKHOLDERS’ EQUITY      
    Current liabilities:      
    Credit facility $ 6,948     $ 7,511  
    Accounts payable   3,080       6,164  
    Seller notes   466       471  
    Accrued and other current liabilities   8,804       8,404  
    Total current liabilities   19,298       22,550  
    Other liabilities   227       229  
    Total liabilities   19,525       22,779  
    Commitments and contingencies      
    Stockholders’ equity:      
    Common stock, $0.0001 par value, 500,000,000 shares authorized and 8,750,741 and 8,748,741 shares outstanding at December 31, 2024 and March 31, 2025, respectively   9       9  
    Additional paid-in capital   742,591       743,374  
    Accumulated deficit   (711,677 )     (715,573 )
    Accumulated other comprehensive loss   (906 )     (771 )
    Total stockholders’ equity   30,017       27,039  
    Total liabilities and stockholders’ equity $ 49,542     $ 49,818  
                   
       
    ATERIAN, INC. 
    Consolidated Statements of Operations 
    (in thousands, except share and per share data) 
       
      Three Months Ended March 31,
        2024       2025  
    Net revenue $ 20,214     $ 15,360  
    Cost of goods sold   7,046       5,936  
    Gross profit   13,168       9,424  
    Operating expenses:      
    Sales and distribution   13,214       9,661  
    General and administrative   5,232       3,459  
    Total operating expenses   18,446       13,120  
    Operating loss   (5,278 )     (3,696 )
    Interest expense, net   323       175  
    Change in fair value of warrant liabilities   (517 )     (55 )
    Other expense, net   7       60  
    Loss before provision for income taxes   (5,091 )     (3,876 )
    Provision for income taxes   71       20  
    Net loss $ (5,162 )   $ (3,896 )
    Net loss per share, basic and diluted $ (0.76 )   $ (0.52 )
    Weighted-average number of shares outstanding, basic and diluted   6,789,955       7,452,957  
                   
       
    ATERIAN, INC. 
    Consolidated Statement of Cash Flows 
    (in thousands, except share and per share data)
       
      Three Months Ended March 31,
        2024       2025  
    OPERATING ACTIVITIES:      
    Net loss $ (5,162 )   $ (3,896 )
    Adjustments to reconcile net loss to net cash used in operating activities:      
    Depreciation and amortization   428       408  
    Provision for sales returns   64       (72 )
    Amortization of deferred financing cost and debt discounts   83       37  
    Stock-based compensation   1,667       783  
    Change in deferred tax expense   (5 )     —  
    Change in inventory provisions   (976 )     86  
    Change in fair value of warrant liabilities   (517 )     (55 )
    Allowance for credit losses   —       (147 )
    Changes in assets and liabilities:      
    Accounts receivable   1,843       538  
    Inventory   2,846       (4,481 )
    Prepaid and other current assets   249       33  
    Accounts payable, accrued and other liabilities   (526 )     2,898  
    Cash used in operating activities   (6 )     (3,868 )
    INVESTING ACTIVITIES:      
    Purchase of fixed assets   (36 )     —  
    Purchase of minority equity investment   (200 )     —  
    Cash used in investing activities   (236 )     —  
    FINANCING ACTIVITIES:      
    Repayments on seller notes   (153 )     —  
    Borrowings from MidCap credit facilities   11,453       10,296  
    Repayments for MidCap credit facilities   (13,244 )     (9,777 )
    Insurance obligation payments   (254 )     (235 )
    Insurance financing proceeds   —       156  
    Cash provided by (used in) financing activities   (2,198 )     440  
    Foreign currency effect on cash and restricted cash   (49 )     123  
    Net change in cash and restricted cash for the year   (2,489 )     (3,305 )
    Cash and restricted cash at beginning of year   22,195       19,143  
    Cash and restricted cash at end of year $ 19,706     $ 15,838  
    RECONCILIATION OF CASH AND RESTRICTED CASH:      
    Cash   17,545       14,337  
    Restricted Cash—Prepaid and other current assets   2,032       1,372  
    Restricted cash—Other non-current assets   129       129  
    TOTAL CASH AND RESTRICTED CASH $ 19,706     $ 15,838  
           
    SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION      
    Cash paid for interest $ 402     $ 200  
    Cash paid for taxes $ 3     $ 5  
    NON-CASH INVESTING AND FINANCING ACTIVITIES:      
    Non-cash consideration paid to contractors $ 620     $ —  
    Non-cash minority equity investment $ 50     $ —  
                   

    Non-GAAP Financial Measures

    We believe that our financial statements and the other financial data included in this press release have been prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the U.S. (“GAAP”). However, for the reasons discussed below, we have presented certain non-GAAP measures herein.

    We have presented the following non-GAAP measures to assist investors in understanding our core net operating results on an on-going basis: (i) Contribution Margin; (ii) Contribution margin as a percentage of net revenue; (iii) EBITDA (iv) Adjusted EBITDA; and (v) Adjusted EBITDA as a percentage of net revenue. These non-GAAP financial measures may also assist investors in making comparisons of our core operating results with those of other companies.

    As used herein, Contribution margin represents gross profit less amortization of inventory step-up from acquisitions (included in cost of goods sold) and e-commerce platform commissions, online advertising, selling and logistics expenses (included in sales and distribution expenses). As used herein, Contribution margin as a percentage of net revenue represents Contribution margin divided by net revenue. As used herein, EBITDA represents net loss plus depreciation and amortization, interest expense, net and provision for income taxes. As used herein, Adjusted EBITDA represents EBITDA plus stock-based compensation expense, changes in fair-market value of warrant liability, restructuring expenses, and other expenses, net. As used herein, Adjusted EBITDA as a percentage of net revenue represents Adjusted EBITDA divided by net revenue. Contribution margin, EBITDA and Adjusted EBITDA do not represent and should not be considered as alternatives to loss from operations or net loss, as determined under GAAP.

    We present Contribution margin and Contribution margin as a percentage of net revenue, as we believe each of these measures provides an additional metric to evaluate our operations and, when considered with both our GAAP results and the reconciliation to gross profit, provides useful supplemental information for investors. Specifically, Contribution margin and Contribution margin as a percentage of net revenue are two of our key metrics in running our business. All product decisions made by us, from the approval of launching a new product and to the liquidation of a product at the end of its life cycle, are measured primarily from Contribution margin and/or Contribution margin as a percentage of net revenue. Further, we believe these measures provide improved transparency to our stockholders to determine the performance of our products prior to fixed costs as opposed to referencing gross profit alone.

    In the reconciliation to calculate contribution margin, we add e-commerce platform commissions, online advertising, selling and logistics expenses (“sales and distribution variable expense”) to gross profit to inform users of our financial statements of what our product profitability is at each period prior to fixed costs (such as sales and distribution expenses such as salaries as well as research and development expenses and general administrative expenses). By excluding these fixed costs, we believe this allows users of our financial statements to understand our products performance and allows them to measure our products performance over time.

    We present EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue because we believe each of these measures provides an additional metric to evaluate our operations and, when considered with both our GAAP results and the reconciliation to net loss, provide useful supplemental information for investors. We use these measures with financial measures prepared in accordance with GAAP, such as sales and gross margins, to assess our historical and prospective operating performance, to provide meaningful comparisons of operating performance across periods, to enhance our understanding of our operating performance and to compare our performance to that of our peers and competitors. We believe EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue are useful to investors in assessing the operating performance of our business without the effect of non-cash items.

    Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue should not be considered in isolation or as alternatives to net loss, loss from operations or any other measure of financial performance calculated and prescribed in accordance with GAAP. Neither EBITDA, Adjusted EBITDA or Adjusted EBITDA as a percentage of net revenue should be considered a measure of discretionary cash available to us to invest in the growth of our business. Our Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue may not be comparable to similar titled measures in other organizations because other organizations may not calculate Contribution margin, Contribution margin as a percentage of net revenue, EBITDA, Adjusted EBITDA or Adjusted EBITDA as a percentage of net revenue in the same manner as we do. Our presentation of Contribution margin and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from such terms or by unusual or non-recurring items.

    We recognize that EBITDA, Adjusted EBITDA and Adjusted EBITDA as a percentage of net revenue, have limitations as analytical financial measures. For example, neither EBITDA nor Adjusted EBITDA reflects:

    • our capital expenditures or future requirements for capital expenditures or mergers and acquisitions;
    • the interest expense or the cash requirements necessary to service interest expense or principal payments, associated with indebtedness;
    • depreciation and amortization, which are non-cash charges, although the assets being depreciated and amortized will likely have to be replaced in the future, or any cash requirements for the replacement of assets;
    • changes in cash requirements for our working capital needs; or
    • changes in fair value of warrant liabilities

    Additionally, Adjusted EBITDA excludes non-cash expense for stock-based compensation, which is and is expected to remain a key element of our overall long-term incentive compensation package.

    We also recognize that Contribution margin and Contribution margin as a percentage of net revenue have limitations as analytical financial measures. For example, Contribution margin does not reflect:

    • general and administrative expense necessary to operate our business;
    • research and development expenses necessary for the development, operation and support of our software platform;
    • the fixed costs portion of our sales and distribution expenses including stock-based compensation expense; or
    • changes in fair value warrant liabilities

    Contribution Margin

    The following table provides a reconciliation of Contribution margin to gross profit and Contribution margin as a percentage of net revenue to gross profit as a percentage of net revenue, which are the most directly comparable financial measures presented in accordance with GAAP.

       
      Three Months Ended March 31,
        2024       2025  
      (in thousands, except percentages)
    Gross Profit $ 13,168     $ 9,424  
    Less:      
    E-commerce platform commissions, online advertising, selling and logistics expenses   (10,320 )     (7,373 )
    Contribution margin $ 2,848     $ 2,051  
    Gross Profit as a percentage of net revenue   65.1 %     61.4 %
    Contribution margin as a percentage of net revenue   14.1 %     13.4 %
                   

    Adjusted EBITDA

    The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net loss, which is the most directly comparable financial measure presented in accordance with GAAP:

       
      Three Months Ended March 31,
        2024       2025  
      (in thousands, except percentages)
    Net loss $ (5,162 )   $ (3,896 )
    Add:      
    Provision for income taxes   71       20  
    Interest expense, net   323       175  
    Depreciation and amortization   428       408  
    EBITDA   (4,340 )     (3,293 )
    Other expense, net   7       60  
    Change in fair market value of warrant liabilities   (517 )     (55 )
    Restructuring expense   558       —  
    Stock-based compensation expense   1,667       783  
    Adjusted EBITDA $ (2,625 )   $ (2,505 )
    Net loss as a percentage of net revenue   (25.5 )%     (25.4 )%
    Adjusted EBITDA as a percentage of net revenue   (13.0 )%     (16.3 )%
                   

    Each of our products typically goes through the Launch phase and depending on its level of success is moved to one of the other phases as further described below:

    1. Launch phase: During this phase, we leverage our technology to target opportunities identified using AIMEE (Artificial Intelligence Marketplace e-Commerce Engine) and other sources. This phase also includes revenue from new product variations and relaunches. During this period of time, due to the combination of discounts and investment in marketing, our net margin for a product could be as low as approximately negative 35%. Net margin is calculated by taking net revenue less the cost of goods sold, less fulfillment, online advertising and selling expenses. These primarily reflect the estimated variable costs related to the sale of a product.
    2. Sustain phase: Our goal is for every product we launch to enter the sustain phase and become profitable, with a target of positive 15% net margin for most products, within approximately three months of launch on average. Net margin primarily reflects a combination of manual and automated adjustments in price and marketing spend.
    3. Liquidate phase: If a product does not enter the sustain phase or if the customer satisfaction of the product (i.e., ratings) is not satisfactory, then it will go to the liquidate phase and we will sell through the remaining inventory. Products can also be liquidated as part of inventory normalization especially when steep discounts are required.

    The following tables break out our first quarter of 2024 and 2025 results of operations by our product phases (in thousands):

       
      Three months ended March 31, 2024
      Sustain   Launch   Liquidation/
    Other    		   Fixed Costs   Stock Based
    Compensation    		   Total
    Net revenue $ 18,200   $ 408   $ 1,606   $ —   $ —   $ 20,214
    Cost of goods sold   6,449     125     472     —     —     7,046
    Gross profit   11,751     283     1,134     —     —     13,168
    Operating expenses:                      
    Sales and distribution expenses   8,833     232     1,255     2,595     299     13,214
    General and administrative   —     —     —     3,864     1,368     5,232
                           
      Three months ended March 31, 2025
      Sustain   Launch   Liquidation/
    Other    		   Fixed Costs   Stock Based
    Compensation    		   Total
    Net revenue $ 14,638   $ 386   $ 336   $ —   $ —   $ 15,360
    Cost of goods sold   5,499     241     196     —     —     5,936
    Gross profit   9,139     145     140     —     —     9,424
    Operating expenses:                      
    Sales and distribution expenses   6,879     268     326     1,996     192     9,661
    General and administrative   —     —     —     2,868     591     3,459
                                       

    The MIL Network –

  • MIL-OSI USA: Latta Votes to Strengthen Medicaid, Prioritize American Energy Dominance, and Reduce Fraud and Abuse in Federal Government

    Source: United States House of Representatives – Congressman Bob Latta (R-Bowling Green Ohio)

    Latta Votes to Strengthen Medicaid, Prioritize American Energy Dominance, and Reduce Fraud and Abuse in Federal Government

    Today, Congressman Bob Latta (R-OH5) voted in favor of the Energy and Commerce budget reconciliation markup. Congressman Latta released the following statement:  

    “I’m pleased to have joined my Energy and Commerce colleagues in voting to strengthen Medicaid, prioritize American energy dominance, and reduce fraud and abuse in the Federal government through the reconciliation process. This legislation reflects our commitment to advancing fiscally responsible policies that prioritize effective and efficient use of American taxpayer dollars by fortifying the Medicaid system for generations to come, unleashing American energy while opening spectrum for auction, and refilling our strategic petroleum reserve. Not only does this bill support the rapid innovation of American industry, but it also ends spending on the Green New Deal-style waste. The previous administration weakened protections against fraud by limiting states’ ability to remove ineligible individuals from Medicaid and broadening coverage to include able-bodied, unemployed adults, taking away resources from those who truly need it. Our bill corrects Biden’s harmful spending and ensures that taxpayer dollars are prioritized for hard working Americans. I will continue to work with my colleagues and President Trump to use American taxpayer dollars effectively while making life easier, safer, and more affordable in Ohio and across the nation. The American people are counting on us, and we will deliver the results.” 

    NOTE: Reconciliation allows for expedited consideration of certain tax, spending, and debt limit legislation—nowhere in the resolution does it mention cuts to Social Security or Medicare, meaning such claims are misleading and misrepresent the actual intent of the process. In fact, according to the Congressional Budget Act of 1974, under the Byrd Rule, social security cannot be changed through reconciliation.   

    MIL OSI USA News –

  • MIL-OSI USA: EPA Administrator Zeldin to Fischer: Congressional Action on Year-Round E15 Most Durable and Easiest Solution

    US Senate News:

    Source: United States Senator for Nebraska Deb Fischer
    Fischer’s Nationwide Consumer and Fuel Retailer Choice Act the only permanent, nationwide solution to unleash power of year-round E15
     Today, U.S. Senator Deb Fischer (R-Neb.), a member of the Senate Appropriations Committee, questioned Environmental Protection Agency (EPA) Administrator Lee Zeldin on the need for a permanent legislative solution for the nationwide sale of year-round E15, who confirmed that Congressional action is the “most durable and easiest solution to this issue.”
    Fischer’s legislation, the Nationwide Consumer and Fuel Retailer Choice Act, is the only permanent, nationwide solution to unleash the power of year-round E15.
    Click the image above to watch a video of Fischer’s questioning
    Click here to download audioClick here to download video
    On Securing a Permanent Nationwide Solution for Year-Round E15:
    Fischer: Administrator, a couple of months back, you and Secretary Rollins met with me and several of my colleagues about the importance of Congress passing a permanent, nationwide solution to allow for the year-round sale of E15, and I thank you.
    I thank you for acting on the emergency summertime waivers to allow for the year-round sale of E15 again this year. But certainly, this yearly exercise, it needs to be done permanently. We need to pass a solution, a permanent solution, and not have your agency have to go through this product every single year. 
    On President Trump’s Support of Nationwide Year-Round E15: 
    Fischer: The President tried to get E15 done permanently through regulation back in 2019, and he has maintained strong support for it since. I want people to understand the history here, Mr. Zeldin.
    We have effectively been operating under year-round E15 for the last six years through President Trump’s regulation and then yearly emergency waivers. Is that correct?Zeldin: Yes. 
    On Congressional Action to Make Permanent Year-Round E15:
    Fischer: Is it true that, despite President Trump’s best efforts, if we want real certainty here for consumers, Congress has to act. Is that correct?Zeldin: That is the most durable and easiest solution to this issue. 
    On Improving EPA Efficiency by Passing Fischer’s Year-Round E15 Legislation: 
    Fischer: Thank you. And lastly, having that permanent, nationwide legislative solution for the year-round E15 would certainly be a more efficient and effective use of EPA’s time and resources. Is that correct?Zeldin: Yes, Senator, as the Chair pointed out, I’ve been in the position a little over 100 days, and I have had many, many, many meetings about this topic. And a lot of passionate advocacy from, including you, Senator, and your colleagues and your constituents. If Congress was to finalize a long-term, durable solution, so much of that advocacy on your part, all of your time can be better spent fighting for other priorities of your constituents.

    MIL OSI USA News –

  • MIL-OSI: $190M Raised: Canada’s Top 20 Moonshot Ventures™ of 2025 Unveiled After Closed-Door NACO Showcase

    Source: GlobeNewswire (MIL-OSI)

    Canada’s most promising early-stage companies officially unveiled today following a closed-door showcase at the NACO Summit, with ventures spanning AI, cleantech, healthtech, and space.

    OTTAWA, Ontario, May 14, 2025 (GLOBE NEWSWIRE) — The National Angel Capital Organization (NACO) today unveiled Canada’s Top 20 Moonshot Ventures™ of 2025—emerging companies led by bold entrepreneurs building transformative solutions across sectors.

    These ventures were selected through a rigorous, member-driven process. NACO invited its 100 member organizations—Canada’s leading angel groups, incubators, accelerators and early-stage venture capital funds—to each nominate one high-potential company. From this curated pool, 23 ventures were selected by NACO’s investment committee to take the Moonshots Stage™ at a closed-door NACO showcase held at the National Arts Centre during NACO Summit 2025. The audience featured top-tier angel investors, venture capitalists, and senior corporate leaders.

    “Ontario’s future depends on entrepreneurs, risk takers, and the investors who believe in them” said Premier Doug Ford, “That’s what makes events like this so important. As we face global economic uncertainty, Ontario’s innovators are leading the way, building new companies and creating jobs.”

    Collectively, the selected Moonshots companies have raised over $190 million to date. They represent the future of Canadian innovation—driving breakthroughs in AI, cleantech, healthtech, space, deeptech, consumer products, and more. Founders hailed from across the country, with companies based in Ontario, Quebec, British Columbia, Alberta, Newfoundland and Labrador, and Nova Scotia. The 2025 Moonshots cohort includes founders from diverse backgrounds, sectors, and regions—reflecting the inclusive strength and geographic breadth of Canada’s innovation economy.

    “These founders represent the bold ideas, entrepreneurial drive, and global ambition within Canada’s innovation economy,” said Claudio Rojas, CEO of NACO. “The Moonshots Venture Showcase is designed to elevate the country’s most promising ventures by connecting them with the capital and networks they need to scale. We are proud to spotlight these exceptional companies as they take bold steps toward transformative growth and impact.”

    Top 20 Moonshots Stage™ Ventures of 2025

    Organized by sector and listed alphabetically

    AI & Next Gen Computing

    • Dreamwell AI — Co-Founder and CEO Kazzy Khazaal (Nominated by Panache Ventures)
    • Inner Logic — Co-Founder and CEO Bryce Tully (Nominated by Maple Leaf Angels)

    AI & Bioelectronics

    • Panaxium — Founder and CEO Brad Schmidt (Nominated by Brampton Angels / Altitude Accelerator)

    Cleantech

    • BluWave-ai — Founder and CEO Devashish Paul (Nominated by Capital Angel Network)
    • Evercloak — Co-Founder and CEO Evelyn Allen (Nominated by Capital Angel Network)

    Cleantech & Trade

    • PemPem — Founder and CEO Joann de Zegher (Nominated by Anges Quebec)

    Consumer Packaged Goods & Retail

    • The Little Cacao Co. — Founder and CEO Suzie Yorke (Nominated by Maple Leaf Angels)

    Enterprise, Software, & Deeptech

    • Cinareo — Co-Founder and CEO Karen Elliott (Nominated by SheBoot)
    • Depix AI — Founder and CEO Philip Lunn (Nominated by TandemLaunch)
    • H2 Analytics — Founder and CEO Hugo Hodgett (Nominated by Invest Ottawa)

    Healthtech & Biotech

    • Arbutus Medical — Founder and CEO Lawrence Buchan (Nominated by ThresholdImpact)
    • Hyivy Health — Founder and CEO Rachel Bartholomew (Nominated by Women’s Equity Lab)
    • JVP Labs — Founder and CEO Paul Weber (Nominated by Golden Triangle Angel Network)
    • mDetect — Founder and CDO Dr. Irsa Wiginton (Nominated by KNDL, Kingston Economic Development Corporation)
    • MedInclude — Founder and CEO Seun Adetunji (Nominated by Communitech)
    • Sparrow Bio — Founder and VP Rachel Collier (Nominated by The Firehood)
    • Zilia — Founder and CEO Dr. Patrick Sauvageau (Nominated by Anges Quebec)

    Insurtech, Femtech, & AI

    • Flora Fertility — Co-Founder and CEO Laura McDonald (Nominated by Highline Beta)

    Robotics, IoT, and Hardware

    • Solace Power — Founder, COO and CFO Colin Ryan

    Space, Mining, and Oceans

    • Mission Control Space Services — Founder and CEO Ewan Reid (Nominated by GreenSky President’s Club)
    • Open Ocean Robotics — Founder and CEO Julie Angus (Nominated by Spring Activator)

    Supply Chain / Inventory Management

    • Moselle — Founder and CEO Lakhveer Jajj (Nominated by Highline Beta, Angel One Investor Network)

    Travel & Media

    • The Hotel Communication Network — Founder and CEO Kevin Bidner (Nominated by Keiretsu Forum Canada)

    About the Nominating Organizations

    Canada’s Top 20 Moonshots Ventures™ of 2025 are shaped by the insight and leadership of NACO’s national member network. These organizations—spanning angel groups, accelerators, incubators, and innovation hubs—play a vital role in identifying Canada’s most promising early-stage ventures.

    Each year, members are invited to nominate one high-potential Seed or Series A company they believe is ready for scale. This peer-driven process creates a national filter rooted in trust, experience, and proximity to innovation on the ground. The result is a curated group of ventures with strong traction, compelling leadership, and global ambition—brought together to engage with the country’s most sophisticated investors at the Moonshots Venture Showcase.

    About the Moonshots Stage™

    Launched in 2022, the Moonshots Stage™ is Canada’s premier platform for investment-ready Seed and Series A ventures. Unlike traditional pitch events, this showcase puts storytelling front and center—each founder delivers a personal, TED-style presentation designed to spark connection and catalyze opportunity with one of the most curated investor audiences in the country.

    Selected companies join the Moonshots Alumni Network™, a national peer community of ventures recognized for innovation, ambition, and global potential. It is a key pillar of NACO Summit, Canada’s most exclusive gathering of early-stage investors and innovation leaders.

    Learn more at nacosummit.com

    Media Contact:

    media@nacocanada.com / www.nacocanada.com

    About National Angel Capital Organization (NACO)

    Established in 2002, NACO is Canada’s professional association representing over 4,000 angel investors, serving as the national umbrella for more than 100 member organizations—including angel groups, venture funds, incubators, and accelerators. Collectively, NACO members have invested more than CAD $1.8 billion into over 2,000 Canadian ventures.

    Angel investors are individuals and funds deploying capital at the earliest stages of growth. They include limited partners (LPs) investing in venture funds, family offices backing pre-seed and seed-stage ventures, and individuals investing directly or through angel groups.

    High-growth companies backed by angel investment that went on to achieve significant global scale include Slack (British Columbia), Verafin (Newfoundland and Labrador), Wealthsimple (Ontario), Hopper (Québec), and Jobber and Neo Financial (Alberta). Recent standouts include CoLab (NL) and 7shifts (Saskatchewan). These successes illustrate how angel investment drives Canada’s pipeline of innovative ventures, fueling future global success stories.

    Learn more at nacocanada.com

    For media inquiries, contact:
    Claudio Rojas, CEO, National Angel Capital Organization
    Email: media@nacocanada.com

    A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/05dbaabe-343b-48f0-981f-6280c5881a57

    The MIL Network –